Common use of Additional Security Clause in Contracts

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).

Additional Security. In Each Credit Party will cause, upon the event that this Master Lease Agreement occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or any Lease entered into pursuant to this Master Lease Agreementthe Required Lenders in their sole reasonable discretion, is not deemed to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured, Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the Equipmentpreceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense: (i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Execution Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Execution Date, a Credit Party shall acquire any other Master Lease Agreementsecurities, Equipment Scheduleinstruments, Lease chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)therewith.

Additional Security. In the event that this Master Lease Agreement Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property, or any Lease entered into personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property (which in the case of any Real Estate Subsidiary shall consist of the maximum available to be pledged, but not less than a pledge of 49% of the Equity Interests issued by it) pursuant to this Master Lease Agreementthe terms of such security agreements, is not deemed to be a true lease under Chapter 2Apledge agreements, then solely in that event and for that limited purposeassignments, (a) it shall be deemed a security agreement andMortgages, in that regardCollateral Assignments of Loan Documents, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debtBuy-Sell Agreements, or other duty documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of Lessee and/or its affiliates local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including, without limitation, UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingentbe physically delivered to the Administrative Agent thereunder, and any renewals, extensions, and substitutions of other related documents as may be reasonably requested by the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise Administrative Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent.

Additional Security. In Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the event that Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Master Lease Agreement Section, and the Credit Party will, or any Lease entered into will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to this Master Lease Agreementthe terms of such security agreements, is not deemed assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a true lease under Chapter 2APerfection Certificate, then solely and other related documents as may be reasonably requested by the Administrative Agent in that event connection with the execution, delivery and for that limited purposerecording of any such Additional Security Document or joinder, (a) it all of which documents shall be deemed a security agreement andin form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in that regard, Lessee hereby grants to Lessor a purchase money security interest in respect of any real property acquired by the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates Borrower or any other liabilityCredit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, debt, (A) a notification to the Borrower (or other duty applicable Credit Party) of Lessee and/or its affiliates that fact and (if applicable) notification to Lessor and/or its affiliates, whether now existing the Borrower (or later incurred, matured or unmatured, direct or contingent, applicable Credit Party) that flood insurance coverage is not available and any renewals, extensions, and substitutions (B) evidence of the same, receipt by the Borrower (or applicable Credit Party) of such notice; and (biii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the aggregate Administrative Agent shall have received written confirmation from each of all consideration the Lenders that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, flood insurance due diligence and any excess shall be credited on this note flood insurance compliance has been completed by the holder hereof Lenders (such written confirmation not to be unreasonably conditioned, withheld or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lesseedelayed).

Additional Security. In Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the event that this Master Lease Agreement Restatement Effective Date having a fair market value of $25,000,000 or more (except any Lease entered into pursuant such parcel as to this Master Lease Agreementwhich the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any owned Real Property referred to in the Equipmentpreceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Restatement Effective Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under The Restatement Effective Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) No later than ten days after any Person becomes a Subsidiary, the Borrower shall, and shall cause such Subsidiary (unless it is not a Domestic Subsidiary) and its parent to, execute and deliver a Joinder Agreement under which (i) such Domestic Subsidiary shall be deemed grant a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in its assets described in the Equipment, Security Agreement as security for the Obligations and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the samebecome a Guarantor, and (ii) such parent pledges to the Bank 100% of the common stock or other ownership interests of such Domestic Subsidiary (or 65% of the common stock or other ownership interests of such Subsidiary if it is not a Domestic Subsidiary) and to deliver to the Bank such other documents relating to such Subsidiary as the Bank may reasonably request. (b) From and after the aggregate Closing Date, if (i) the Borrower or any Guarantor acquires any fee interest in real property having a book value in excess of $100,000 or (ii) at the time any Person becomes a Guarantor, such Person owns or holds any such fee interest in real property of such value, such Credit Party shall deliver to the Bank, at its request after such acquisition of such property or such Person becomes a Guarantor, as the case may be, the following: (i) A fully executed and notarized mortgage or deed of trust (an “Additional Mortgage”), duly recorded in all consideration that constitutes appropriate places in all applicable jurisdictions, encumbering the interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise of such Credit Party in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note such property; (ii) If requested by the holder hereof (or if Bank, a title report issued by a title company acceptable to the Bank with respect thereto, dated not more than 30 days prior to the date such obligations shall have been paid Additional Mortgage is to be recorded and satisfactory in fullform and substance to the Administrative Agent, refunded to Lessee ); and in the event of an event of default hereunder, or in the event together with copies of any required documents listed as exceptions to such title and, to the extent the Borrower or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepaymentany Subsidiary obtains an owner’s title policy on said property, then such consideration a mortgagee’s policy in an equal amount insuring the Lien in subsection (i) above; and (iii) If requested by the Bank, evidence that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interestsaid property is not in an area designated as prone to flooding or, if anyso, provided for in this note or otherwise shall be canceled automatically as evidence of flood insurance reasonably satisfactory to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Bank.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).

Additional Security. In Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause, and will cause each of its Subsidiaries (other than QuikPlay and a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (d) below) to cause, is not (i) all of its owned Real Properties and personal property located in the United States, (ii) to the extent deemed to be a true lease under Chapter 2Amaterial by the Administrative Agent or the Required Lenders in its or their sole and reasonable discretion, then solely in that event all of its other owned Real Properties and for that limited purposepersonal property, (aiii) it shall all of its leased Real Properties located in the United States (other than immaterial leased properties) and (iv) all other assets and properties of Holdings and its Subsidiaries as are not covered by the original Collateral Documents and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries (other than QuikPlay) of any Real Property located in the EquipmentUnited States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Subsidiaries (other than QuikPlay) of any Real Property located in the United States for annual rent of $500,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries (other than QuikPlay) to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all accessionstimes to a first priority, substitutions perfected Lien (subject only to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and replacements theretoconditions of the Collateral Documents. If, and all of Lessee’s interest thereinsubsequent to the Closing Date, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under a Loan Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within three Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Security Agreement. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to the event that this Master Lease Agreement extent provided in subsection (c) below, and Non-Wholly-Owned Subsidiaries) to cause, (A) all of their owned real properties with a value greater than $500,000 and personal property located in the United States, and (B) all other material assets of the Borrower and such Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested by the Administrative Agent or any Lease entered into pursuant to this Master Lease Agreement, is not deemed the Required Lenders in their discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of real property, Lessee hereby grants title insured Liens in favor of the Administrative Agent pursuant to Lessor the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent or the Required Lenders shall request in its or their sole, reasonable discretion (collectively, the "Additional Security Documents"). With respect to any owned real property with a purchase money security interest value greater than $500,000 located in the EquipmentUnited States acquired by any Loan Party subsequent to the initial Borrowing Date, such Person will cause to be delivered to the Administrative Agent with respect to such property, documents, instruments, including mortgages, deeds of trust, deeds to secure debt, title insurance policies, surveys, flood hazard certifications, environmental reports and legal opinions, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Required Lenders. In furtherance of the foregoing terms of this Section 5.11, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Loan Party of any owned real property located in the United States having a value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation - Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries (except as provided in subsection (c) below) owned by Holdings, the Borrower or any Domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents (ii) All security interests, mortgages and pledges shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Required Lenders, and shall constitute valid and enforceable perfected security interests, mortgages and pledges superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents, and all accessionstaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Administrative Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 5.11 has been paid in full, refunded to Lessee)complied with.

Additional Security. In (i) Cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to the event that this Master Lease Agreement extent provided in subsection (c) below, and Non-Wholly-Owned Entities) to cause, (A) all of their owned real properties with a value greater than $500,000 and all other personal property located in the United States, and (B) all other material assets of the Borrowers and such Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested by the Administrative Agent or any Lease entered into pursuant to this Master Lease Agreement, is not deemed the Required Lenders in their discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of real property, Lessee hereby grants title insured Liens in favor of the Administrative Agent pursuant to Lessor the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent or the Required Lenders shall request in its or their reasonable discretion (collectively, the “Additional Security Documents”). With respect to any owned real property with a purchase money security interest value greater than $500,000 located in the EquipmentUnited States acquired by any Loan Party subsequent to the initial Borrowing Date, such Person will cause to be delivered to the Administrative Agent with respect to such property, documents, instruments, including mortgages, deeds of trust, deeds to secure debt, title insurance policies, surveys, flood hazard certifications, environmental reports and legal opinions, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Required Lenders. In furtherance of the foregoing terms of this Section 5.11, each Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Loan Party of any owned real property located in the United States having a value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, Holdings and the Borrowers will cause, and will cause each of their respective Subsidiaries to cause, 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrowers or any other Subsidiary (other than the Capital Stock of Subsidiaries that constitute Non-Wholly Owned Entities not owned by the Loan Parties and the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation -Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries (except as provided in subsection (c) below) owned by Holdings, the Borrowers or any Domestic Subsidiary, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents (ii) All security interests, mortgages and pledges securing the Obligations shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Required Lenders, and shall constitute valid and enforceable perfected security interests, mortgages and pledges superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents, and all accessionstaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrowers shall cause to be delivered to the Administrative Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Administrative Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 5.11 has been paid in full, refunded to Lessee)complied with.

Additional Security. (i) With respect to any Material Real Property Assets (other than Leaseholds, easements and rights-of-way), (ii) any Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party on the Closing Date, such Credit Party, as the case may be, with respect thereto shall, within 120 days of the date of the Closing Date or such later date as may be agreed to by the Collateral Agent (and in any event within 360 days of the Closing Date (or, in the case of Real Property Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, 180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in any event within 180 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or with respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required;. (C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be obtained by the Secured Parties. In the event that this Master Lease Agreement the Collateral Agent makes such a determination, the Mortgage or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited Leasehold Mortgage relating to such obligation Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (or if such obligations shall have been paid Mobile) Home satisfactory to the Collateral Agent in full, refunded to Lessee)its sole discretion.

Additional Security. In Each of Holdings and the event Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to the extent provided in subsection (d) below) to cause, (i) all of its owned Real Properties and personal property located in the United States, other that this Master Lease Agreement or any Lease entered into pursuant those owned Real Properties set forth on Schedule 6.10(b) and other than owned Real Properties which are subject to this Master Lease Agreement, is not a Permitted Lien the terms of which prohibit the granting of a Lien thereon in favor of the Finance Parties and (ii) to the extent deemed to be a true lease under Chapter 2A, then solely material by the Administrative Agent or the Required Lenders in that event and for that limited purposeits or their sole reasonable discretion, (aA) it shall all of its personal property located in the United States (except to the extent expressly excluded from the Collateral Documents), (B) all of its leased Real Properties located in the United States (other than leaseholds the terms of which prohibit the granting of a Lien thereon in favor of the Finance Parties) and (C) all other assets and properties of Holdings and its Domestic Subsidiaries located in the United States as are not covered by the original Collateral Documents (or specifically excluded therefrom) and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole and reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any Real Property (whether leased or owned) located in the EquipmentUnited States acquired or leased by any Credit Party subsequent to the Effective Date for which the Collateral Agent is entitled to a Lien pursuant to the preceding sentence, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property (other than immaterial leased properties or except for properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the Borrower, to do so or as otherwise approved by the Administrative Agent) documents, instruments and other items of the types required to be delivered pursuant to Section 4.01(k), all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.10, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries of any Real Property located in the United States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Subsidiaries of any Real Property located in the United States for annual rent of $150,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in paragraph (ii) and/or (iv) of Section 7.02. If, subsequent to the Effective Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral under any of the Collateral Documents, the Borrower shall promptly (and in any event within 10 Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all accessionstaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.10(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the event that this Master Lease Agreement Effective Date having a fair market value of $25,000,000 or more (except any Lease entered into pursuant such parcel as to this Master Lease Agreementwhich the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the relevant Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (d), upon the acquisition of any owned Real Property referred to in the Equipmentpreceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the relevant Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the relevant Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the relevant Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the relevant Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the relevant Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Effective Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the relevant Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Effective Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received relevant Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the relevant Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In Each Loan Party will cause, and will cause each of its Wholly-Owned Subsidiaries (other than (v) a Domestic Subsidiary, (w) an Unrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to cause all other assets and properties of Holdings and its Wholly-Owned Subsidiaries that are of a type constituting or intended to constitute Collateral but are not covered by the event that this Master Lease Agreement original Collateral Documents and as may be reasonably requested by the Collateral Agent or any Lease entered into the Required Revolving Lenders in their reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Master Lease Agreementclause (b), is not deemed upon the acquisition of any property referred to be a true lease under Chapter 2Ain the preceding paragraph by any Loan Party, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement andif such property, in that regardthe judgment of the Administrative Agent, Lessee hereby grants shall not already be subject to Lessor a purchase money perfected first priority security interest in favor of the EquipmentAdministrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ reasonable expense: (i) within 20 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of hypothec, deeds to secure debt, instruments of accession to the Collateral Documents and other security and similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Loan Party under the Finance Documents and constituting Liens on all such properties that are Collateral; (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code and/or PPSA financing statements, and/or Civil Code recordation, as applicable, and all accessions, substitutions the giving of notices and replacements thereto, and all the endorsement of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions notices on title documents) may be reasonably necessary in the reasonable opinion of the sameAdministrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties in the jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (biii) above and as to such other matters as the aggregate Administrative Agent may reasonably request; and (v) deliver such proof of all consideration that constitutes interest under applicable law that organizational authority, incumbency of officers, opinions of counsel and other documents as is takenconsistent with those delivered by each Loan Party pursuant to Section 4.01 on the Effective Date or as the Administrative Agent, reserved, contracted for, charged the Collateral Agent or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations Required Revolving Lenders shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)reasonably requested.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant (i) Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the aggregate time included in the Collateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of all consideration the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that constitutes interest may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law that is takenlaw. Furthermore, reservedthe Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), contracted forcorporate resolutions, charged or received hereunder or under any a counterpart to the Intercompany Note and other agreements or otherwise related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest Subject in the Equipment, case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds a fee simple ownership interest in (i) any Real Property on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $10,000,000 for any such Real Property and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of all consideration that constitutes interest under applicable law acquisition and agreed to by the Required Lenders), or (ii) any personal property that is takennot at the time included in the Collateral, reservedthe Borrower will, contracted forin the case of each of clauses (i) and (ii) above, charged promptly notify the Administrative Agent in writing of such event, identifying the property or received hereunder interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the applicable Credit Party will, within 60 days (or under within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other agreements than the United States) following request by the Administrative Agent (at the direction of the Required Lenders) (or otherwise such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, resolutions (including any necessary member or shareholder resolutions) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Required Lenders in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); Administrative Agent and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Required Lenders.

Additional Security. In The Company will cause, and will cause each of its Subsidiaries (other than (i) Project Subsidiaries except to the event that this Master Lease Agreement extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, (ii) Foreign Subsidiaries except to the extent provided in SUBSECTION (d) below and (iii) those Subsidiaries having negligible assets as of the Closing Date which are to be merged into, or any Lease entered into liquidated or dissolved and their residual assets distributed to, one or more other Loan Parties within 90 days after the Closing Date pursuant to this Master Lease Agreementthe Company's reorganization plan disclosed to the Administrative Agent prior to the Closing Date) to cause, is not deemed all of its owned Real Properties with a fair market value in excess of $1,000,000 hereafter acquired and all or substantially all personal property located in the United States to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement subject at all times to perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "ADDITIONAL COLLATERAL DOCUMENTS"). With respect to any owned Real Property having a purchase money security interest fair market value in excess of $1,000,000 acquired by any Loan Party subsequent to the EquipmentClosing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types consistent with those required by SECTION 4.01, all in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this SECTION 6.12, the Company agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Company or any of its Subsidiaries (other than Project Subsidiaries or Foreign Subsidiaries) of any owned Real Property having a market value greater than $1,000,000, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, the Company will cause, and all accessionswill cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries that are not Subsidiaries of Foreign Subsidiaries (or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary, except as provided in SUBSECTION (d) below, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in SECTION 7.02(iii) or (v). If, subsequent to the Closing Date, a Loan Party shall acquire any patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any other liabilityapplications related to the foregoing, debtsecurities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Company shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have SECTION 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In Subject to Section 6.12(c), each Loan Party will cause, and will cause each of its Wholly Owned Subsidiaries (other than Excluded Subsidiaries) to cause all other assets and properties of such Loan Party and its Wholly Owned Subsidiaries (other than any Excluded Subsidiaries) that are of a type constituting or intended to constitute Collateral but are not covered by the event that this Master Lease Agreement original Collateral Documents and as may be reasonably requested by the Collateral Agent or any Lease entered into the Required Lenders in their reasonable discretion to be subject at all times to first priority, or second priority to the extent relating to ABL Priority Collateral, perfected Liens (subject only to Permitted Liens) in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Master Lease Agreementclause (b), is upon the acquisition of any property (other than Excluded Property) referred to in the preceding paragraph by any Loan Party after the Effective Date, if such property, in the judgment of the Collateral Agent, shall not deemed already be subject to be a true lease under Chapter 2Aperfected first priority, or second priority to the extent relating to ABL Priority Collateral, Lien in favor of the Collateral Agent for the benefit of the Secured Parties, then solely the Borrower shall, at the Borrower’s reasonable expense: (i) within 20 days after such acquisition, furnish to the Collateral Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent instruments of accession to the Collateral Documents and other security and similar agreements (including Intellectual Property Security Agreements), as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Finance Obligations of the applicable Loan Party under the Finance Documents and constituting Liens on all such properties that event are Collateral; (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements, the filing of Intellectual Property Security Agreements and for that limited purpose, (athe giving of notices and the endorsement of notices on title documents) it shall may be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest reasonably necessary in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions reasonable opinion of the sameCollateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Collateral Agent, upon the request of the Collateral Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties in the jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (biii) above and as to such other matters as the aggregate Collateral Agent may reasonably request; and (v) deliver such proof of all consideration that constitutes interest under applicable law that organizational authority, incumbency of officers, opinions of counsel and other documents as is taken, reserved, contracted for, charged consistent with those delivered by each Loan Party pursuant to Section 4.01 on the Effective Date or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed Section 4.02 on the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof Closing Date (or if such obligations as the Administrative Agent, the Collateral Agent or the Required Lenders shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lesseereasonably requested).

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not constituting Excluded Real Property or Excluded Collateral with a purchase price (in the aggregate case of all consideration that constitutes interest under applicable law after acquired real property) or Fair Market Value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $15.0 million for any Real Property not covered by a Mortgage, or any personal property that is takennot at the time included in the Collateral and that is not then Excluded Collateral, reservedthe Parent Borrower will promptly (and in any event within thirty (30) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, contracted foridentifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, charged and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or received hereunder will cause such Subsidiary to, within ninety (90) days or under such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. For the avoidance of doubt, the Collateral Agent is authorized to file UCC or PPSA financing statements at any time following the acquisition of such property to the extent constituting Collateral. Furthermore, the Parent Borrower or such other agreements or otherwise Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. With respect to any owned Real Property having a fair market value in excess of $5,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with (i) written notice of the acquisition by the Borrower or any Lease entered into pursuant of its Subsidiaries of any owned Real Property having a market value greater than $5,000,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired and (ii) a completed life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to this Master Lease Agreementsuch owned Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if any improvements on any such owned Real Property are designated a “flood hazard area,” evidence of such flood insurance as may be required under the Flood Insurance Laws in form and substance reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the EquipmentBorrower will cause, and all accessionsthe Borrower will cause each of their respective Subsidiaries to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries) (or (x) 65% of such Equity Interests that are Voting Securities, and all if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in Section 7.02(iii) or (v). If, subsequent to the Closing Date, a Loan Party shall acquire any other liabilitypatents, debttrademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating to the foregoing, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, with an aggregate value in excess of $5,000,000, the Borrower shall promptly (and in any event within fifteen Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation that is consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In As additional security for the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreementpayment of the Said Indebtedness, is not deemed to be a true lease under Chapter 2AGrantor hereby transfers, then solely in that event assigns and conveys unto the Administrative Agent, for that limited purposeits benefit and the ratable benefit of the Banks, (a) it shall be deemed a security agreement and, in that regard, Lessee and hereby grants to Lessor Administrative Agent a purchase money security interest in the Equipmentfollowing and all products and proceeds of the same (hereinafter collectively referred to as the "Income"), but the mention of products and proceeds herein shall not be construed as an authorization for the transfer or surrender by Grantor of the Income: (a) All judgments, awards of damages, insurance proceeds and settlements hereafter made resulting from condemnation proceedings or the taking of all or any part of the Mortgaged Premises under the power of eminent domain, or for any damage (whether caused by a taking, a casualty or otherwise) to the Mortgaged Premises or any part thereof, or to any rights appurtenant thereto, including, but not limited to, any award for change of grade of streets. The Administrative Agent is hereby authorized, but shall not be required, on behalf and in the name of Grantor, to execute and deliver valid acquittances for, and to appeal from, any such judgments or awards. Subject to the terms and conditions of the Credit Agreement, the Administrative Agent may apply all accessionssuch sums or any part thereof so received, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt after the payment and performance as and when due of all of Lessee’s obligations expenses, including costs and indebtedness attorney's fees, as a payment on Said Indebtedness in such manner as the Administrative Agent elects. (b) All bonuses, rents and royalties accrued or to Lessor accrue under this Lease all oil, gas or under any other Master Lease Agreementmineral leases affecting the Mortgaged Premises, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurredwhich may hereafter come into existence. Grantor directs payment of the same to the Administrative Agent, matured for the benefit of the Banks at the option of the Administrative Agent upon written demand of the Administrative Agent therefor, to be applied to Said Indebtedness until paid, whether due or unmatured, direct or contingentnot, and either before or after any renewalsdefault under the terms of this Deed of Trust or Said Indebtedness. (c) All rents, extensionsincome and profits issuing or to hereafter issue from the Mortgaged Premises, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default a Default hereunder, or in Administrative Agent, for the event benefit of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepaymentthe Banks shall have the right, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawat its option, and excess interestwith or without taking possession of the Mortgaged Premises, to collect said rents, income and profits, or if anythe Mortgaged Premises are vacant to rent the same and collect the rents, and apply the same to the payment of Said Indebtedness after deducting all costs of collection and administration. The collection of said rents, income and profits by the Administrative Agent shall not constitute a waiver of its right to accelerate the maturity of the Notes nor of its right to proceed with the enforcement of this Deed of Trust. Grantor shall not assign the whole or any part of the rents, income or profits arising from the Mortgaged Premises without the prior written consent of Administrative Agent and any assignment thereof without such consent will be null and void; and upon notice and demand, Grantor shall transfer and assign to Administrative Agent, in form satisfactory to Administrative Agent, the lessor's interest in any lease now or hereafter affecting the whole or any part of the Mortgaged Premises. Grantor agrees that it shall duly and timely perform all of its obligations as provided for in this note any leases or otherwise shall be canceled automatically as other rental contracts covering or relating to any of the date Mortgaged Premises. The liens, security interests and rights granted by this Deed of such acceleration Trust shall not affect or prepayment andbe affected by any other security taken for the Said Indebtedness or any part thereof. The taking of additional security, if theretofore prepaidor the extension or renewal of Said Indebtedness or any part thereof, shall at no time release or impair the liens, security interests and rights granted hereby, or affect the liability of any endorser, guarantor, or surety, or improve the right of any junior lienholder; and this Deed of Trust, as well as any instrument given to secure any renewal or extension of Said Indebtedness, or any part thereof, shall be credited to such obligation (or if such obligations shall have been paid in fulland remain the first and prior lien and security interest on all of the Mortgaged Premises not expressly released, refunded to Lessee)until the Said Indebtedness is completely paid.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it Subject always to the limitations set out in Clause 19.3(e), the Obligors shall procure that: (i) the Security Documents specified in Schedule 6 are executed and delivered to the Security Agent at Closing; (ii) Each of ArtCast Corporation and PhotoDisc Europe Limited shall execute and deliver to the Security Agent at Closing such further or additional Security Documents as the Facility Agent may require; (iii) ▇▇▇▇ ▇▇▇▇▇ Images/America Inc. shall execute and deliver to the Security Agent before 31st May, 1998 a stock pledge agreement over all the issued shares in ▇▇▇▇ ▇▇▇▇▇ Images/Seattle Inc.; (iv) each of Allsport Photographic plc, All-sport (UK) Limited and Allsport Photography (U.S.) Inc. shall, at the same time or before such companies become Additional Guarantors pursuant to Clause 19.2(a)(i), execute and deliver to the Security Agent such further or additional Security Documents as the Facility Agent may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing; (v) on acquiring any asset deemed by the Majority Banks to be deemed a security agreement andof material value or material to the operation of the business of any member of the Group, the member of the Group acquiring such asset shall (if such asset is not, in that regardthe opinion of the Security Agent, Lessee hereby grants subject to Lessor a purchase money security interest charge under any existing Security Document) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing; and (vi) if there has, in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions reasonable opinion of the sameMajority Banks, been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require in substantially the same terms as the Security Documents (if any) charging similar assets in the same jurisdiction at Closing, subject in each case to any provisions of law prohibiting such person from entering into such Security Documents. (b) Subject always to the aggregate limitations set out in Clause 19.3(e), the Obligors shall procure that any entity which becomes a member of the Group after Closing shall, if required by the Security Agent, promptly execute and deliver to the Security Agent such Security Documents in substantially the same terms as the Security Documents entered into at Closing subject to any provision of law prohibiting such person from entering into such Security Documents. (c) Where any such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition. (d) Subject always to the limitations set out in Clause 19.3(e), the Obligors shall at their own expense execute and do all such assurances, acts and things (i) as the Security Agent may reasonably require for perfecting or protecting the security intended to be afforded by the Security Documents (and shall deliver to the Security Agent such directors and shareholders resolutions, title documents and other documents as the Security Agent may reasonably require) or (ii) as the Security Agent may require for facilitating the realisation of all consideration that constitutes interest under applicable law that or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets. (e) Notwithstanding the other paragraphs of this Clause 19.3, no Obligor which is taken, reserved, contracted for, charged or received hereunder or under not incorporated in the United States of America shall charge any other agreements or otherwise of its assets in connection with this Lease shall under no circumstances exceed favour of the maximum amount Security Agent to secure the obligations of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof Parent (or if such of any Obligor in respect of the obligations of the Parent) with respect to Advances made to the Parent under this Agreement. Notwithstanding the other paragraphs of this Clause 19.3, no U.S. Obligor shall have been paid in full, refunded to Lessee ); and pledge more than sixty-five per cent. (65%) of the shares of any of its Subsidiaries which is not incorporated in the event United States of an event America to secure the obligations of default hereunder, the Parent (or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for Obligor in this note or otherwise shall be canceled automatically as respect of the date obligations of such acceleration or prepayment and, if theretofore prepaid, shall be credited the Parent) with respect to such obligation (or if such obligations shall have been paid in full, refunded the Advances made to Lessee)the Parent under this Agreement.

Additional Security. (i) The Borrower will, and will cause each of its Restricted Subsidiaries which becomes a Guarantor to cause, all of its owned (but not leased) Real Properties with a fair market value in excess of $3,000,000 hereafter acquired and all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement), in each case to the extent required by any Collateral Document, to be subject at all times to perfected and, in the case of owned (but not leased) Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents, or such other security agreements, pledge agreements, Mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned (but not leased) Real Property having a fair market value in excess of $3,000,000 acquired by any Loan Party subsequent to the Closing Date, Borrower or such Guarantor will cause to be delivered to the Collateral Agent with respect to such owned (but not leased) Real Property, a Mortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property including, to the extent reasonably requested by the Administrative Agent, Surveys, Title Policies, local counsel opin- ions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Lease entered into Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of such Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the extent not prohibited by the terms of any Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Sections 7.02(iii), (iv), (v) and (xv). Notwithstanding the foregoing, Liens granted pursuant to this Master Lease AgreementSection 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Security Agreements with respect to Collateral thereunder (including, is not deemed without limitation, excluding from the definition of Collateral certain assets subject to Liens permitted under Section 7.02(xvi)). (ii) If, subsequent to the Closing Date, a Loan Party shall acquire any patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any applications related to the foregoing, securities, instruments, chattel paper or other personal property required to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants delivered to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance Collateral Agent as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral hereunder or under any of the Collateral Documents, the Borrower shall notify the Collateral Agent of the same as required by Section 6.02, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event no later than 30 days after consummation of such Permitted Acquisition) notify the Collateral Agent of the same. (iii) All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with. (iv) Notwithstanding anything contained in this Section 6.12(b), refunded the Collateral Agent and the Borrower agree to Lessee ); exclude assets from the Collateral and in that the event of an event of default hereunderBorrower shall not be required to deliver any Additional Collateral Documents (or any related Surveys, or in the event of any required or Master Lease Agreement Rev. 08Title Policies, local counsel opinions, life-04of-2017 Page 12 permitted prepaymentloan flood insurance certificates, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawflood insurance certificates, and excess interestother instruments, if anycertificates and documents) if, provided for as reasonably determined by the Collateral Agent and the Borrower in this note writing, the cost of obtaining or otherwise shall be canceled automatically as of perfecting a security interest is excessive in relation to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited benefit afforded to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the Lenders thereby.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant (i) Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpartclause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the aggregate time included in the Collateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of all consideration the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agentAdministrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that constitutes interest may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law that is takenlaw. Furthermore, reservedthe Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), contracted forcorporate resolutions, charged or received hereunder or under any a counterpart to the Intercompany Note and other agreements or otherwise related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. (ii) Subject to sub-clause (b) below, after the ClosingThird Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, cessation or designation, (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), (I) cause each such Subsidiary other than any Excluded Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) (x) joinders to the applicable Security Documents and/or (y) Additional Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Documents in effect on the Closing Date), in each case granting first-priority Liens (subject to Permitted Liens) required by this Lease shall under no circumstances exceed Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to become a Subsidiary Guarantor to take whatever action (including the maximum amount recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest allowed certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by applicable lawit) valid and perfected Liens to the extent required by the Loan Documents, and any excess shall be credited on this note by to otherwise comply with the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for requirements in this note Section 6.10 or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Security Documents.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it The Obligors shall be deemed procure that: (i) the Debenture is executed and delivered to the Security Agent by Services, PA and Finance on or before the Unconditional Date; (ii) save where and to the extent that (but only for so long as) the relevant company is subject to any prohibition from doing so in any agreement to which any member of the TEG Group is a security agreement party as at the date hereof in respect of any Refinancing Debt, the companies identified in Part III of the Seventh Schedule other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Inc. accede to the terms of the Debenture as Chargors (as defined therein) to secure their own obligations as Borrowers under the Finance Documents as soon as reasonably practicable after the date of the first Utilisation; and, in that regard, Lessee hereby grants to Lessor a purchase money security interest (iii) in the Equipmentcase of Peabody Investments, Inc. by the date of the Asset Split and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under in any other Master Lease Agreementcase as soon as the procedures set out in Sections 155-158 Companies Act 1985 have been completed, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions the companies identified in Part III of the same, Seventh Schedule accede to the terms of the Debenture as Chargors (as defined therein) to guarantee and secure the obligations under the Finance Documents of the Obligors from time to time. (b) Where any such prohibition as is referred to above exists, the aggregate Obligors shall use their reasonable endeavours lawfully to overcome the prohibition. (c) The Obligors shall at their own expense and as soon as reasonably practicable following a request from the Security Agent execute and do all such assurances, acts and things as the Security Agent may reasonably require (i) for perfecting or protecting the security intended to be afforded by the Security Documents (and shall deliver to the Security Agent such directors and shareholders resolutions, title documents and other documents as the Security Agent may reasonably require), or (ii) for facilitating the realisation of all consideration that constitutes interest under applicable law that is takenor any part of the assets which are subject to the Security Documents and the exercise of all powers, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, authorities and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and discretions vested in the event of an event of default hereunder, Security Agent or in the event any receiver of all or any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as part of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)those assets.

Additional Security. In Each Credit Party will cause, (i) each parcel of owned Real Property acquired after the event that this Master Lease Agreement Closing Date having a fair market value of $15,000,000 or more (except any Lease entered into pursuant such parcel as to this Master Lease Agreementwhich the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this subparagraph (c), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a purchase money perfected first priority security interest in favor of the EquipmentAdministrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Closing Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Closing Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In Each Credit Party will cause, (i) each parcel of owned Real Property having a fair market value of $7,500,000 or more (except any such parcel as to which the event that this Master Lease Agreement costs of providing a mortgage or any Lease entered into pursuant deed of trust are excessive in relation to this Master Lease Agreementthe benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "Additional Collateral Documents"). In furtherance of the foregoing terms of this clause (c), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a purchase money perfected first priority security interest in favor of the EquipmentAdministrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, extend such time period from 45 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Amendment Effective Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Amendment Effective Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In The Company will cause, and will cause each of its Subsidiaries (other than (i) Project Subsidiaries except to the event that this Master Lease Agreement extent not prohibited by the terms of the instruments governing any Project Non-Recourse Debt of such Project Subsidiary, (ii) Foreign Subsidiaries except to the extent provided in SUBSECTION (D) below and (iii) those Subsidiaries having negligible assets as of the Closing Date which are to be merged into, or any Lease entered into liquidated or dissolved and their residual assets distributed to, one or more other Loan Parties within 90 days after the Closing Date pursuant to this Master Lease Agreementthe Company's reorganization plan disclosed to the Administrative Agent prior to the Closing Date) to cause, is not deemed all of its owned Real Properties with a fair market value in excess of $1,000,000 hereafter acquired and all or substantially all personal property located in the United States to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement subject at all times to perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "ADDITIONAL COLLATERAL DOCUMENTS"). With respect to any owned Real Property having a purchase money security interest fair market value in excess of $1,000,000 acquired by any Loan Party subsequent to the EquipmentClosing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types consistent with those required by SECTION 4.01, all in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this SECTION 6.12, the Company agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Company or any of its Subsidiaries (other than Project Subsidiaries or Foreign Subsidiaries) of any owned Real Property having a market value greater than $1,000,000, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, the Company will cause, and all accessionswill cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries that are not Subsidiaries of Foreign Subsidiaries (or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary, except as provided in SUBSECTION (D) below, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in SECTION 7.02(III) or (V). If, subsequent to the Closing Date, a Loan Party shall acquire any patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any other liabilityapplications related to the foregoing, debtsecurities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Company shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have SECTION 6.12(B) has been paid in full, refunded to Lessee)complied with.

Additional Security. In (a) ▇▇▇▇▇▇▇ agrees to cause each Domestic Subsidiary (other than Guardwell) to become a party to the event Domestic Subsidiary Guaranty and the Domestic Security Agreement in accordance with the terms thereof; (b) ▇▇▇▇▇▇▇ agrees to pledge (or to cause its Domestic Subsidiaries to pledge) all of the Capital Securities of each new Domestic Subsidiary that is not an Immaterial Subsidiary and 65% (or such other percentage so that there could be no adverse tax consequence) of the Capital Securities of each first tier Foreign Subsidiary that is not an Immaterial Subsidiary established, acquired, created or otherwise in existence after the Closing Date to Collateral Agent for the benefit of the Secured Parties pursuant to the terms of the Pledge Agreement promptly, and in any event, within ten (10) days of the creation of such new Subsidiary; (c) ▇▇▇▇▇▇▇ will, and will cause each of its Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Master Lease Agreement or any Lease entered into Credit Agreement; (d) The security interests required to be granted pursuant to this Master Lease AgreementSECTION 7.19 shall be granted pursuant to such security documentation (which shall be substantially similar to the Security Documents already executed and delivered by ▇▇▇▇▇▇▇) (the "Additional Security Documents") reasonably satisfactory in form and substance to Agent and the Majority Lenders and shall constitute valid and enforceable first priority perfected security interests subject to no other Liens except Permitted Liens. The Additional Security Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, is not deemed perfect, preserve and protect the Liens, in favor of Collateral Agent for the benefit of the Lenders, required to be a true lease under Chapter 2Agranted pursuant to the Additional Security Document and, then solely all taxes, duties, levies, imposes, deductions, assessments, charges, withholdings, fees and other charges payable in that event and for that limited purpose, (a) it connection therewith shall be deemed a security agreement and, paid in that regard, Lessee hereby grants to Lessor a purchase money security interest in full by ▇▇▇▇▇▇▇. At the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions time of the same, execution and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as delivery of the date Additional Security Documents, ▇▇▇▇▇▇▇ shall cause to be delivered to Agent such agreements, opinions of such acceleration counsel and other related documents as may be reasonably requested by Agent or prepayment and, if theretofore prepaid, shall be credited the Majority Lenders to such obligation (or if such obligations shall have assure themselves that this SECTION 7.19 has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant (i) Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the aggregate time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of all consideration the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that constitutes interest may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law that is takenlaw. Furthermore, reservedthe Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), contracted forcorporate resolutions, charged or received hereunder or under any a counterpart to the Intercompany Note and other agreements or otherwise related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. In addition to the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreementgranting of the lien in the ------------------- Collateral, is not deemed the Borrowers shall cause a certificate of deposit in the face amount of three million five hundred thousand dollars ($3,500,000.00) issued by the Bank (the "certificate of deposit") to be a true lease pledged and delivered to Lender on or before March 26, 2001 (time is of the essence). The certificate of deposit and all income, profits, substitutions, and replacements and proceeds thereof shall be called the ("Additional Collateral") and shall be additional security for the Borrowers' and Guarantors' obligations under Chapter 2Athis Agreement and the other Loan Papers. Until an Event of Default occurs, the Borrowers shall be entitled to receive any interest or other income of the Additional Collateral. The form of the certificate of deposit and pledge agreement relating thereto shall be acceptable to Lender. Upon an Event of Default, Lender shall be permitted, without notice or demand, to offset, debit or otherwise liquidate the Additional Collateral and apply the proceeds to the obligations due under the Loan Papers - first to fees and costs, next to interest, then solely in that event and for that limited purpose, (a) it to principal. The Guarantors shall be deemed a security agreement and, in that regard, Lessee hereby grants consent to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions pledge of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise Additional Collateral in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded order to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess cover their interest, if any, provided for in the same. The covenant of the Borrowers and Guarantors under this note or otherwise paragraph shall be canceled automatically as effective without further notice or demand from Lender. The Borrowers and Guarantors shall not interfere with or prevent any action by Lender to effectuate the rights granted to Lender under this provision. The Borrowers hereby acknowledge and consent that the Bank on behalf of itself and Specialty shall be permitted to effectuate the rights granted to Lender under this provision and that the Bank shall be and is hereby deemed to be the agent of Specialty for such purposes, including the possession of the date certificate of such acceleration or prepayment anddeposit, if theretofore prepaid, and the Borrowers further acknowledge and consent that Specialty on behalf of itself and the Bank shall be credited permitted to effectuate the rights granted to Lender under this provision and that Specialty shall be and is hereby deemed to be the agent of the Bank for such obligation (or if such obligations shall have been paid in fullpurposes, refunded including the possession of the certificate of deposit. The Bank and Specialty are hereby granted to Lessee)the fullest extent permitted by law power of attorney-in-fact for the Borrowers to implement and effectuate the rights granted to Lender under this provision.

Additional Security. (i) The Borrower will, and will cause each of its Subsidiaries which becomes a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement or other Collateral Document), to be subject at all times to perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents, or such other security agreements, pledge agreements, or similar collateral documents as the Collateral Agent shall reasonably request to create or perfect its Liens on the Collateral (collectively, the “Additional Collateral Documents”). In the event that this Master Lease Agreement any Loan Party acquires any owned Real Property after the Closing Date having a fair market value in excess of $2,000,000, the Borrower agrees to promptly (but in no event later than 90 days after the acquisition thereof) provide the Administrative Agent with written notice of such acquisition, setting forth in reasonable detail the location and a description of the Real Property so acquired. If requested by the Administrative Agent, the Borrower or the applicable Subsidiary Guarantor will cause to be delivered to the Collateral Agent with respect to such Real Property, a Mortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property including Surveys, Title Policies, local counsel opinions, flood insurance certificates, and other customary instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Domestic Subsidiaries (other than any (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC) and each of their respective Foreign Subsidiaries (that is not a CFC) or, with respect to each Foreign Subsidiary, directly owned by any Loan Party, that is a CFC or any Lease entered into Domestic Subsidiary, directly owned by any Loan Party, that is a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of each class of Equity Interests of such Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Section 7.02(iii), (iv) or (xiv). (i) All such security interests and mortgages shall be granted pursuant to this Master Lease Agreementdocumentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, is not deemed perfect, preserve and protect the Liens in favor of the Collateral Agent required to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants granted pursuant to Lessor a purchase money security interest in the EquipmentAdditional Collateral Documents, and all accessionsTaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for this Section 6.12(b) has been complied with. (ii) Notwithstanding anything contained in this note Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall not be required to deliver any Additional Collateral Documents, if, as reasonably determined by the Collateral Agent and the Borrower, the cost of obtaining or otherwise shall be canceled automatically as of perfecting a security interest is excessive in relation to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited benefit afforded to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the Lenders thereby.

Additional Security. In (i) Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (c) below, is and Permitted Non-Guarantor Subsidiaries) to cause, (A) all of their owned Real Properties with fair market value in the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 and all personal property located in the United States, (B) to the extent deemed to be a true lease under Chapter 2Amaterial by the Administrative Agent or the Required Lenders (acting through the Administrative Agent) in its or their discretion, then solely all of their other owned Real Properties with fair market value in that event the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 and for that limited purposepersonal property, (aC) it shall all of their Material Leased Properties located in the United States, and (D) all other material assets of the Borrower and its Subsidiaries as are not covered by the original Security Documents and as may be deemed a security agreement requested by the Administrative Agent or the Required Lenders (acting through the Administrative Agent) in their discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole, reasonable discretion (collectively, the “Additional Security Documents”). With respect to any owned Real Property with a purchase money security interest fair market value in the Equipmentaggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 or Material Leased Property located in the United States acquired or leased by any Credit Party subsequent to the Initial Borrowing Date, such Person will cause to be delivered to the Collateral Agent with respect to such property, Mortgages, title insurance policies, surveys, flood hazard certifications and legal opinions, all in form, content and scope reasonably satisfactory to the Administrative Agent. (ii) In furtherance of the foregoing terms of this Section 8.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries of any owned Real Property located in the United States having fair market value in the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 or the entering into a lease by Holdings or any of its Subsidiaries of any Material Leased Property located in the United States, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and all accessionswill cause each of their respective Domestic Subsidiaries (other than Permitted Non-Guarantor Subsidiaries) to cause, substitutions (x) 100% of the Capital Stock (or such lesser percentage as may be owned by the Borrower and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty Credit Party) of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, each of their respective direct or contingent, and any renewals, extensions, and substitutions of the sameDomestic Subsidiaries, and (by) 65% of the aggregate Capital Stock (or such lesser percentage as may be owned by the Borrower or its Domestic Subsidiaries) of each of their First Tier Foreign Subsidiaries, to be subject at all consideration that constitutes interest under applicable law that is takentimes to a first priority, reservedperfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Security Documents. (iii) If, contracted forsubsequent to the Initial Borrowing Date, charged Holdings or received any of its Subsidiaries shall acquire any Intellectual Property, securities, instruments, deposit accounts, investment property, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within five Business Days after any officer of any Grantor Entity acquires knowledge of the same) notify the Collateral Agent of the same. (iv) All security interests, mortgages and pledges shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent, and shall constitute valid and enforceable perfected security interests, mortgages and pledges superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Security Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Administrative Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 8.12 has been paid in full, refunded to Lessee)complied with.

Additional Security. With respect to any owned Real Property having a fair market value in excess of $5,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Borrower or any Lease entered into pursuant to this Master Lease Agreementof its Subsidiaries of any owned Real Property having a market value greater than $5,000,000, is not deemed to be setting forth in reasonable detail the location and a true lease under Chapter 2Adescription of the asset(s) so acquired. Without limiting the generality of the foregoing, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the EquipmentBorrower will cause, and all accessionsthe Borrower will cause each of their respective Subsidiaries to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries) (or (x) 65% of such Equity Interests that are Voting Securities, and all if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in Section 7.02(iii) or (v). If, subsequent to the Closing Date, a Loan Party shall acquire any other liabilitypatents, debttrademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating to the foregoing, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, with an aggregate value in excess of $2,500,000, the Borrower shall promptly (and in any event within fifteen Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation that is consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it The Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Lender from time to time security interests, mortgages and other Liens in and upon such of its assets and properties as are not covered by the Security Documents executed and delivered on the Closing Date or pursuant to Section 5.9, and as may be reasonably requested from time to time by the Lender. Such security interests and Liens shall be deemed granted pursuant to documentation in form and substance reasonably satisfactory to the Lender and shall constitute valid and perfected security interests and Liens, subject to no Liens other than Permitted Liens. (b) If for any reason and at any time a Subsidiary previously qualifying as an Immaterial Subsidiary no longer qualifies as an Immaterial Subsidiary, such Subsidiary will execute and deliver to the Lender within ten (10) Business Days after the first date such Subsidiary no longer qualifies as an Immaterial Subsidiary (A) a joinder to the Guaranty, pursuant to which such Subsidiary shall become a guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, (B) a joinder to the Pledge and Security Agreement, pursuant to which such Subsidiary shall become a party thereto and shall grant to the Lender a first priority Lien upon and security agreement andinterest in its accounts receivable, inventory, equipment, general intangibles and other property as collateral for its obligations under the Guaranty, subject only to Permitted Liens, and (C) any such other documents, certificates and opinions, in that regardform and substance reasonably satisfactory to the Lender, Lessee hereby grants as the Lender may reasonably request in connection therewith and will take such other action as the Lender may reasonably request to Lessor create in favor of the Lender a purchase money perfected security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof collateral being pledged pursuant to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)documents described above.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee Lessee); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. AgreementRev. 08-04-2017 Page 2017Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).

Additional Security. In the event (i) The Company shall procure that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it on acquiring (and in any event within 45 days of such acquisition) any asset of with a value of US$75,000 or more or material to the operation of the business of any Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall be deemed a security agreement and(if such asset is not, in the reasonable opinion of the Security Agent, subject to any existing Security Document giving equivalent security to that regardprovided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) below) it is legal, Lessee hereby grants to Lessor a purchase money security interest practical and (in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions opinion of the sameFacility Agent, acting reasonably and having regard to the value of the asset or its materiality to the operation of the business of such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) if there has, in the aggregate reasonable opinion of all consideration the Majority Banks, been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, subject in each case to any provisions of law prohibiting such person from entering into such Security Documents provided that constitutes interest notwithstanding the foregoing (y) only the Company shall be liable for its obligations under applicable law that is taken, reserved, contracted for, charged this Agreement and nothing herein shall oblige an Obligor to guarantee or received hereunder or act as a guarantor for any obligation of the Company under any other agreements or otherwise in connection with this Lease Agreement and (z) nothing herein shall under no circumstances exceed oblige the maximum amount of interest allowed Company to pledge (as determined by applicable law) more than 66.6% of its interest in the voting share capital in any of its Immediate Subsidiaries. (ii) The Company shall procure that any entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any provision of law prohibiting such person from entering into such Security Documents. (iii) Where any such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition, and any excess the Security Agent may (but shall not be credited obliged to) agree with the relevant Obligor limitations on this note the extent of the security granted by it to the extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition. (iv) The Obligors shall at their own expense execute and do all such assurances, acts and things as the Security Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be afforded by the holder hereof Security Documents or for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (v) The Company shall procure that in relation to each further or if such obligations additional Security Document the relevant Borrower or Guarantor shall have been paid do all things necessary duly to perfect in full, refunded to Lessee ); the jurisdiction of its incorporation and in the event of an event of default hereunder, or in jurisdiction wherein the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than assets which are the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as subject of the date further or additional Security Documents are located, the security to be afforded to the Finance Parties under such further or additional Security Documents and shall deliver to the Security Agent such directors and shareholders' resolutions, legal opinions, notices, certificates or documents of such acceleration title or prepayment and, if theretofore prepaid, other items as the Facility Agent shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)require.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) If any asset is acquired by any Loan Party after the Amendment No. 3 Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that automatically become subject to the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property, such Loan Party will (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Obligations by, and take, and cause the Guarantors to take, such actions as shall be deemed reasonably requested by the Collateral Agent to cause the Collateral and Guarantee Requirement to be satisfied with respect to such asset, all at the expense of the Loan Parties, subject to the last three paragraphs of this Section 8.14. (b) Each Loan Party will furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number (to the extent relevant in the applicable jurisdiction of organization) and (D) in any Loan Party’s jurisdiction of organization; provided, that the Borrowers shall not effect or permit any such change unless all filings have been made, or will have been made within thirty (30) days following such change (or such longer period as the Collateral Agent may agree in its sole discretion), under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security agreement andinterest may be perfected by such filing, for the benefit of the Credit Parties. Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, the Collateral and Guarantee Requirement and the other provisions of this Section 8.14 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any fee-owned real property; (ii) motor vehicles and other assets subject to certificates of title; (iii) letter of credit rights (other than to the extent that regarda security interest therein can be perfected by the filing of a financing statement under the Uniform Commercial Code); (iv) commercial tort claims (as defined in the Uniform Commercial Code) with a value of less than $20,000,000; (v) leases, Lessee hereby grants licenses, permits and other agreements, any property subject to Lessor a purchase money security interest interest, any lien securing a Capital Lease Obligation or similar arrangements, in each case, to the Equipmentextent, and all accessionsso long as, substitutions and replacements theretothe pledge thereof as Collateral would require a consent not obtained, violate or invalidate the terms thereof or create a right of termination or acceleration in favor of any other party thereto (other than a Borrower or a Guarantor), but only to the extent, and all of Lessee’s interest thereinfor so long as, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease such prohibition is not terminated or under any other Master Lease Agreementrendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Equipment Schedule, Lease the Bankruptcy Code or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates requirement of law; (vi) other assets to the extent the pledge thereof or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes security interest under applicable law that therein is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed prohibited by applicable law, rule or regulation (only to the extent such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Bankruptcy Code or any other requirement of law) or which could require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received); (vii) those assets as to which the Administrative Agent and any excess BGI shall reasonably agree that the costs or other consequences (other than tax consequences, which shall be credited on this note subject to clause (xii) below) of obtaining such security interest or perfection thereof are excessive in relation to the value of the security to be afforded thereby; (viii) “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or in any trademark issued as a result of such application under applicable law; (ix) receivables and related assets sold pursuant to or pledged in connection with supply chain financing programs; (x) any governmental licenses, permits or state or local franchises, charters and authorizations, to the extent Liens and security interests therein are prohibited or restricted thereby, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the holder hereof Uniform Commercial Code; (xi) Excluded Securities; (xii) any assets to the extent a security interest in or if pledge of such obligations shall have been paid assets could reasonably be expected to result in full, refunded material adverse tax consequences to Lessee )BGI or any of its Subsidiaries as reasonably determined by BGI in consultation with the Administrative Agent; and (xiii) any tax benefits, escrow accounts, fiduciary or trust accounts and funds and other property held in or maintained in such accounts in the ordinary course of business; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” In addition, in no event shall (1) control agreements or control, lockbox or similar agreements or arrangements be required with respect to deposit accounts, securities accounts or commodities accounts, (2) landlord, mortgagee and bailee waivers or subordination agreements be required, (3) notices be required to be sent to account debtors or other contractual third parties unless an Event of an event Default has occurred and is continuing, (4) foreign-law governed security documents or perfection under foreign law be required, (5) estoppels or collateral access letters or similar arrangements be required or (6) actions other than (x) the filing of default hereundera financing statement under the Uniform Commercial Code and (y) the filing of a short form intellectual property security agreement with the United States Patent and Trademark Office or United States Copyright Office, as applicable, be required with respect to the perfection of the security interest in any Intellectual Property. Notwithstanding anything herein to the contrary, (A) the Collateral Agent may grant extensions of time or waiver or modification of requirement for the creation or perfection of security interests in or the obtaining of insurance with respect to particular assets (including extensions beyond the Amendment No. 3 Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that perfection or obtaining of such items cannot reasonably be accomplished without undue effort or expense or is otherwise impracticable by the time or times at and/or in the form or manner in which it would otherwise be required by this Agreement or the other Loan Documents and (B) Liens required to be granted from time to time pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Security Documents.

Additional Security. In Each Credit Party will cause, upon the event that this Master Lease Agreement occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or any Lease entered into pursuant to this Master Lease Agreementthe Required Lenders in their sole reasonable discretion, is not deemed to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured, Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the Equipmentpreceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense: (i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Execution Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Execution Date, a Credit Party shall acquire any other Master Lease Agreementsecurities, Equipment Scheduleinstruments, Lease chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide a reasonably detailed written update with each Borrowing Base Calculation delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which written update shall specify in reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)therewith.

Additional Security. In Each Credit Party will cause, (i) each parcel of owned Real Property having a fair market value of $7,500,000 or more (except any such parcel as to which the event that this Master Lease Agreement costs of providing a mortgage or any Lease entered into pursuant deed of trust are excessive in relation to this Master Lease Agreementthe benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "Additional Collateral Documents"). In furtherance of the foregoing terms of this clause (c), upon the acquisition of any property referred to in the preceding paragraph by any Credit Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a purchase money perfected first priority security interest in favor of the EquipmentAdministrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company's expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent; (ii) within 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such properties; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and all accessionsthe other Secured Parties, substitutions of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and replacements thereto(iii) above and as to such other matters as the Administrative Agent may reasonably request; (v) as promptly as practicable after any acquisition of any such Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such Real Property title reports, surveys and engineering, soils and other reports, and all environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of Lessee’s interest thereinits Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and all proceeds and products thereof other documents as is consistent with those delivered by each Credit Party pursuant to secure Lessee’s prompt payment and performance Section 7.1 on the Closing Date or as and when due of all of Lessee’s obligations and indebtedness the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to Lessor under this Lease or under the Closing Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant (i) Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the aggregate time included in the Collateral, the Parent Borrower will promptly (and in any event within forty-five (45) days of all consideration the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion), following request by the Administrative Agent and/or the Collateral Agent, (I) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Collateral Agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that constitutes interest may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law that is takenlaw. Furthermore, reservedthe Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), contracted forcorporate resolutions, charged or received hereunder or under any a counterpart to the Intercompany Note and other agreements or otherwise related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent. (ii) Subject to sub-clause (b) below, after the ThirdFifth Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, cessation or designation (or such longer period as the Administrative Agent may agree in writing in its reasonable discretion), (I) cause each such Subsidiary other than any Excluded Subsidiary to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) (x) joinders to the applicable Security Documents and/or (y) Additional Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Documents in effect on the Closing Date), in each case granting first-priority Liens (subject to Permitted Liens) required by this Lease shall under no circumstances exceed Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to become a Subsidiary Guarantor to take whatever action (including the maximum amount recording of Mortgages, the filing of UCC financing statements and delivery of stock and membership interest allowed certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by applicable lawit) valid and perfected Liens to the extent required by the Loan Documents, and any excess shall be credited on this note by to otherwise comply with the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for requirements in this note Section 6.10 or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Security Documents.

Additional Security. In Subject to subpart (b) below, (i) in the event that this Master Lease Agreement any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by the Borrower or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, 65% of the Equity Interests designated as voting and 100% of the Equity Interests designated as non-voting in such first-tier Foreign Subsidiary, in each case, held by the Borrower or any Lease entered into Guarantor, to be subject at all times to a first priority, perfected Lien (except for Permitted Liens) in favor of the Administrative Agent, pursuant to this Master Lease Agreementthe terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request, within 60 days following request by the Administrative Agent; or (ii) if any Domestic Credit Party acquires, owns or holds any Domestic Subsidiary or an interest in any securities, instruments or other personal property which is not deemed already subject to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest the Lien granted in the EquipmentSecurity Agreement and which is required to become subject to the Security Documents in accordance with the terms thereof, the Borrower will promptly notify the Administrative Agent in writing of such event as required under the Security Documents, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section and the relevant Security Document, and all accessionsthe Credit Party will, substitutions and replacements theretoor will cause such Subsidiary to, and all within 30 days following request by the Administrative Agent, grant to the Administrative Agent for the benefit of Lessee’s interest thereinthe Secured Creditors a Lien on such personal property pursuant to the terms of such security agreements, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debtassignments, or other duty documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of Lessee and/or its affiliates to Lessor and/or its affiliateslocal counsel, whether now existing or later incurredcorporate resolutions, matured or unmatureda Perfection Certificate, direct or contingentconsents of landlords, Landlord’s Agreements and any renewals, extensions, and substitutions of other related documents as may be reasonably requested by the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise Administrative Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent.

Additional Security. In As security for the event that full and timely ------------------- payment of the Obligations, each of Discount RX and Valley South hereby grant to Bank a first priority perfected security interest in all personal property of Discount RX and Valley South, wherever located, now owned or hereafter acquired, including without limitation the following: a. All present and future Accounts, contract rights, chattel paper, instruments and documents and all other rights to the payment of money whether or not yet earned, for services rendered or goods sold, consigned, leased or furnished or otherwise, in all cases together with (i) all goods (including any returned, rejected, repossessed or consigned goods), the sale, consignment, lease or other furnishings of which shall give or may give rise to any of the foregoing, (ii) all rights as a consignor, consignee, unpaid vendor or other lien or in connection therewith, including stoppage in transit, set- off, detinue, replevin and reclamation, (iii) all General Intangibles related thereto, (iv) all credit insurance, guaranties, mortgages, security interests, assignments, and other encumbrances on real or personal property, leases and other agreements or property securing or relating to any of the foregoing, (v) choses-in-action, claims and judgments related to or arising out of any of the foregoing, and (vi) any return or unearned premiums, which may be due upon cancellation of any insurance policies. a. All present and future Inventory (including but not limited to goods held for sale or lease or furnished or to be furnished under contracts for service), and all documents of title covering any of such goods or Inventory. a. All present and future General Intangibles. a. All present and future Equipment, all documents of title covering any of such Equipment and all manuals of operation, maintenance or repair. a. All present and future rights in all proceeds of all licenses, permits, approvals, license rights, agreements and General Intangibles with respect to which there are valid and enforceable legal or contractual restrictions prohibiting the collateral assignment or granting of a security interest (the "Non-Assignable Contracts"), including without limitation all proceeds from the sale, transfer or liquidation of such Non-Assignable Contracts and the value allocable to such Non-Assignable Contracts in any sale of business or assets. a. All present and future general ledger sheets, files, records, customer lists, books of account, invoices, bills, certificates or documents of ownership, bills of sale, business papers, correspondence, credit files, tapes, cards, computer runs and all other data and data storage systems whether in the possession of any party to this Master Lease Agreement or any Lease entered into pursuant service bureau. a. All letters of credit and letter of credit rights, including the right to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, receive payment thereunder and all accessions, substitutions and replacements documentation related thereto, and all documents of Lessee’s interest thereintitle, negotiable and non-negotiable bills of lading, electronic bills of lading, shipper's rights, rights accruing under the law of agency or estoppel, warranties, claims and insurance proceeds related thereto or associated therewith. a. Those certain securities described on Schedule 1 attached ---------- hereto, all additional securities pledged to Bank from time to time, together with all cash, stock or other dividends paid upon such securities; all securities received in addition to or in exchange for such securities; all subscription rights incident to such securities; any other distribution in respect of such securities in any form; and the proceeds thereof. All of such securities shall be freely assignable and transferable to Bank, and shall be accompanied by such stock pledge agreements and blank stock powers with signatures guaranteed as Bank may require. a. All documents of title, negotiable and non-negotiable bills of lading, electronic bills of lading, shipper's rights, rights accruing under the law of agency or estoppel, documents, agreements, instruments, warranties and claims now existing or hereafter issued or arising in connection with any Merchandise Letter of Credit now or hereafter issued under this Agreement, and all insurance claims or proceeds related thereto. a. All deposits, funds, notes, drafts, instruments (including promissory notes), documents, policies, evidences and products thereof certificates of insurance, securities, personal property leases and chattel paper and other assets, now or at any time hereafter on deposit with or in the possession or control of Bank or owing by Bank or in transit by mail or carrier to secure Lessee’s prompt payment and performance as and when due Bank or in the possession of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease AgreementPerson acting on Bank's behalf, Equipment Schedulewithout regard to whether Bank received the same in pledge, Lease for safekeeping, as agent for collection or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debtotherwise, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of Bank has conditionally released the same, and (b) the aggregate of in all consideration that constitutes interest under applicable law that is takenassets in which Bank now has or may at any time hereafter obtain a lien, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereundermortgage, or in the event of security interest for any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed reason. a. All deposit accounts maintained by applicable law, Discount RX and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Valley South with any depository institution.

Additional Security. In (i) Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Company will cause, and will cause each of their Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (c) below, is and Permitted Non-Guarantor Subsidiaries) to cause, (A) all of their owned Real Properties with fair market value in the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 in the aggregate for all such properties together and all personal property located in the United States, (B) to the extent deemed to be a true lease under Chapter 2Amaterial by the Required Holders in its or their discretion, then solely all of their other owned Real Properties with fair market value in that event the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 in the aggregate for all such properties together and for that limited purposepersonal property, (aC) it shall all of their Material Leased Properties located in the United States, and (D) all other material assets of the Company and its Subsidiaries as are not covered by the original Security Documents and as may be deemed a security agreement requested by the Required Holders in their discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Required Holders shall request in their sole, reasonable discretion (collectively, the “Additional Security Documents”). With respect to any owned Real Property with a purchase money security interest fair market value in the Equipmentaggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 or Material Leased Property located in the United States acquired or leased by any Credit Party subsequent to the Funding Date, such Person will cause to be delivered to the Collateral Agent with respect to such property, Mortgages, title insurance policies, surveys, flood hazard certifications and legal opinions, all in form, content and scope reasonably satisfactory to the Required Holders. (ii) In furtherance of the foregoing terms of this Section 8.12, the Company agrees to promptly provide the Required Holders with written notice of the acquisition by Holdings or any of its Subsidiaries of any owned Real Property located in the United States having fair market value in the aggregate (together with all other owned Real Property of all Credit Parties not subject to Senior Creditor Liens) greater than $1,000,000 or the entering into a lease by Holdings or any of its Subsidiaries of any Material Leased Property located in the United States, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Company will cause, and all accessionswill cause each of their respective Domestic Subsidiaries (other than Permitted Non-Guarantor Subsidiaries) to cause, substitutions (x) 100% of the Capital Stock (or such lesser percentage as may be owned by the Company and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty Credit Party) of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, each of their respective direct or contingent, and any renewals, extensions, and substitutions of the sameDomestic Subsidiaries, and (by) 65% of the aggregate Capital Stock (or such lesser percentage as may be owned by the Company or its Domestic Subsidiaries) of each of their First Tier Foreign Subsidiaries, to be subject at all consideration that constitutes interest under applicable law that is takentimes to a first priority, reservedperfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Security Documents. (iii) If, contracted forsubsequent to the Funding Date, charged Holdings or received any of its Subsidiaries shall acquire any Intellectual Property, securities, instruments, deposit accounts, investment property, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Security Documents, the Company shall promptly (and in any event within five Business Days after any officer of any Grantor Entity acquires knowledge of the same) notify the Collateral Agent of the same. (iv) All security interests, mortgages and pledges shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Required Holders, and shall constitute valid and enforceable perfected security interests, mortgages and pledges superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Security Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Company shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Required Holders to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure themselves that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 8.12 has been paid in full, refunded to Lessee)complied with.

Additional Security. In (A) ▇▇▇▇▇▇▇ agrees to cause each Domestic Subsidiary (other than GuardWell) to become a party to the event Domestic Subsidiary Guaranty and the Domestic Security Agreement in accordance with the terms thereof; (B) ▇▇▇▇▇▇▇ agrees to pledge (or to cause its Domestic Subsidiaries to pledge) all of the Capital Securities of each new Domestic Subsidiary that is not an Immaterial Subsidiary and 65% (or such other percentage so that there could be no adverse tax consequence) of the Capital Securities of each first tier Foreign Subsidiary that is not an Immaterial Subsidiary established, acquired, created or otherwise in existence after the Closing Date to Collateral Agent for the benefit of the Secured Parties pursuant to the terms of the Pledge Agreement promptly, and in any event, within ten (10) days of the creation of such new Subsidiary; (C) ▇▇▇▇▇▇▇ will, and will cause each of its Domestic Subsidiaries to, take all necessary action requested by the Agent, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens) in such Collateral pursuant to and to the full extent required by the Security Documents and this Master Lease Credit Agreement; (D) Upon the refinancing of the Second Lien Credit Facility, if any First Lien Credit Facility has a junior Lien on the Collateral, ▇▇▇▇▇▇▇ will, and will cause each of its Domestic Subsidiaries to, take all necessary action to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected Lien (subject only to Permitted Liens and the Lien of the lenders under the First Lien Credit Facility) on the First Lien Credit Facility Collateral to the extent permitted under the First Lien Credit Facility, including without limitation and without modifying the provisions of CLAUSE (E) below, delivery of the documents specified on EXHIBIT J in each case in form and substance satisfactory to the Agent. The Lenders hereby authorize the Agent to enter into an amendment or amendment and restatement of the Intercreditor Agreement or any Lease entered into and the other Collateral Documents in connection with such additional grant of security. (E) The security interests required to be granted pursuant to this Master Lease AgreementSECTION 7.19 shall be granted pursuant to such security documentation (which shall be substantially similar to the Security Documents already executed and delivered by ▇▇▇▇▇▇▇) (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to Agent and the Majority Lenders and shall constitute valid and enforceable first priority perfected security interests subject to no other Liens except Permitted Liens. The Additional Security Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, is not deemed perfect, preserve and protect the Liens, in favor of Collateral Agent for the benefit of the Lenders, required to be a true lease under Chapter 2Agranted pursuant to the Additional Security Document and, then solely all taxes, duties, levies, imposes, deductions, assessments, charges, withholdings, fees and other charges payable in that event and for that limited purpose, (a) it connection therewith shall be deemed a security agreement and, paid in that regard, Lessee hereby grants to Lessor a purchase money security interest in full by ▇▇▇▇▇▇▇. At the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions time of the same, execution and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as delivery of the date Additional Security Documents, ▇▇▇▇▇▇▇ shall cause to be delivered to Agent such agreements, opinions of such acceleration counsel and other related documents as may be reasonably requested by Agent or prepayment and, if theretofore prepaid, shall be credited the Majority Lenders to such obligation (or if such obligations shall have assure themselves that this SECTION 7.19 has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) If the Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter, grant or cause to be granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien in all Property of F.Y.I. and such Subsidiaries (other than immaterial Properties in which Administrative Agent has agreed it will not require a Lien) in which a Lien was not previously granted in accordance with Section 5.1 or 5.3 , which Liens shall be deemed granted pursuant to such Security Documents in form and substance satisfactory to the Administrative Agent as the Administrative Agent may request from time to time. Without limiting the generality of the foregoing, if the Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter and contemporaneously with the acquisition of any fee real Property or the execution of any lease of real Property concurrently therewith or thereafter execute, acknowledge and deliver to the Administrative Agent a security agreement andMortgage or an amendment or modification to an existing Mortgage covering (i) all fee real Property then owned or then being or thereafter acquired, respectively, F.Y.I. or any of such Subsidiaries and (ii) all of F.Y.I.'s or any of such Subsidiaries' rights and interests as lessee, in, to and under each real estate lease then in existence or then being or thereafter entered into, respectively, together with evidence reasonably satisfactory to the Administrative Agent and its counsel, including, without limitation, if requested by the Administrative Agent, a commitment for a mortgagee policy of title insurance in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that regardthe Mortgage creates a valid, Lessee hereby grants to Lessor a purchase money security interest first priority Lien on the fee estate or leasehold estate, as the case may be, in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions favor of the same, Administrative Agent for the benefit of the Administrative Agent and the Lenders (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interestexcept for Permitted Liens, if any, provided for which are expressly permitted by the Loan Documents to have priority over the Liens in this note favor of the Administrative Agent), together with appraisals and surveys if requested by the Administrative Agent; provided, however, that (A) with respect to any fee real Property having a fair market value of less than $200,000, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or otherwise deliver such Mortgage or amendment or modification to an existing Mortgage unless or until fee real Property or Properties having an aggregate fair market value of $200,000 or more would be covered by any such Mortgage or amendment or modification to an existing Mortgage and, until such time, shall not be canceled automatically as required to deliver such mortgagee policy of title insurance or such appraisals (unless required by laws or regulations applicable to any Lender) or surveys with respect to such Properties or waivers of landlord liens or landlord agreements referred to herein and (B) with respect to any lease of real Property, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or deliver such Mortgage or amendment or modification to an existing Mortgage if the tangible Property of F.Y.I. and/or its Subsidiaries located and to be located thereon does not exceed $500,000 in aggregate fair market value. Following the date of each such acceleration or prepayment andacquisition of Property, if theretofore prepaidrequested by the Administrative Agent or the Required Lenders, F.Y.I. shall, and shall cause each of its Subsidiaries with an interest in such Properties to, (A) deliver or cause to be delivered to the Administrative Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to the Administrative Agent on standard form policies (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) and (B) provide the Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to the Administrative Agent. In addition, with respect to each such leasehold estate, F.Y.I. shall, and shall cause each of its Subsidiaries to, use its best reasonable efforts to obtain either (1) waivers of landlord's Liens from each lessor or (2) landlord agreements from each lessor, in form and substance reasonably satisfactory to the Administrative Agent. (b) Notwithstanding anything to the contrary contained in Section 5.4(a), in the event that additional security is required to be granted in accordance with Section 5.4(a), one or more Nonmaterial Subsidiaries (as the Administrative Agent may request) shall be credited required to such obligation (or grant Liens in accordance with Section 5.4(a) as if such obligations shall Nonmaterial Subsidiaries were Material Subsidiaries if and to the extent necessary to ensure that (i) the aggregate total assets of all Nonmaterial Subsidiaries that have been paid in fullnot granted such Liens does not exceed five percent of the total assets of F.Y.I. and its Subsidiaries on a consolidated basis, refunded to Lessee)(ii) the aggregate net worth of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the total net worth of F.Y.I. and its Subsidiaries on a consolidated basis, and (iii) the aggregate revenues of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the revenues of F.Y.I. and its Subsidiaries on a consolidated basis.

Additional Security. In Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary) to this Master Lease Agreementcause (i) all of its Owned Real Properties and personal property with a fair market value in excess of $1.5 million, is and (ii) all other assets and properties of Holdings and its Subsidiaries as are not deemed covered by the original Collateral Documents (and except for vehicles) to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of Owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as either the Administrative Agent or the Collateral Agent shall request in its reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any Owned Real Property acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Owned Real Property, documents, instruments and other items of the types reasonably required to be delivered, all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries of any Owned Real Property having a purchase money security interest market value greater than $1.0 million or more in the Equipmentaggregate, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary) to be subject at all accessionstimes to a first priority, substitutions perfected Lien in favor of the Collateral Agent pursuant to the terms and replacements theretoconditions of the Collateral Documents, subject only to Permitted Liens. All such security interests and all of Lessee’s interest therein, mortgages shall be granted pursuant to documentation substantially consistent with the Collateral Documents executed at Closing or otherwise reasonably satisfactory in form and all proceeds substance to the Administrative Agent and products thereof the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to secure Lessee’s prompt payment and performance as and when due prior to the rights of all of Lessee’s obligations third Persons and indebtedness subject to Lessor under this Lease no other Liens except for Permitted Liens. The Additional Collateral Documents or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations instruments related thereto shall have been paid duly recorded or filed in full, refunded to Lessee ); such manner and in such places as are required by law to establish, perfect, preserve and protect the event of an event of default hereunder, or Liens in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as favor of the date of such acceleration or prepayment and, if theretofore prepaid, shall Collateral Agent required to be credited granted pursuant to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the Additional Collateral Documents.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in (i) any Real Property on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $5,000,000 for any such Real Property and $10,000,000 in the aggregate for all such Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of all consideration that constitutes interest under applicable law acquisition and agreed to by the Administrative Agent), or (ii) any personal property that is takennot at the time included in the Collateral, reservedthe Borrower will, contracted forin the case of each of clauses (i) and (ii) above, charged promptly notify the Administrative Agent in writing of such event, identifying the property or received hereunder interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the applicable Credit Party will, within 60 days (or under within 120 days in the case of any Real Property located in the United States, or within 150 days in the case of any Real Property located in a jurisdiction other agreements than the United States) following request by the Administrative Agent (or otherwise such later date as the Administrative Agent agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, resolutions (including, without limitation, any necessary member or shareholder resolutions), a Perfection Certificate and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested by the Administrative Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent.

Additional Security. In If any Credit Party at any time acquires, owns or holds an interest in any personal property of a type included in the event Collateral that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest at the time included in the EquipmentCollateral, the Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debtthe Credit Party will, or other duty of Lessee and/or its affiliates will cause such Subsidiary to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions grant to the Administrative Agent for the benefit of the same, and Secured Creditors a Lien on such personal property no later than fifty (b50) days following the aggregate last day of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements the PAC REIT’s fiscal quarter during which such Credit Party has acquired or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by becomes the holder hereof (or if owner of such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunderpersonal property, or in the event case of any required Subsidiary that first becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 6.09, also on the date that such Subsidiary becomes a Subsidiary Guarantor (each such date, the “Required Collateral Delivery Date”) (which in the case of (i) Equity Interests of a Real Estate Subsidiary owned by the Borrower or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than any other Subsidiary shall consist of a Lien on the maximum amount allowed available percentage of such Equity Interests that can be pledged, taking into consideration the terms of any Property Senior Loan Documents into which such Real Estate Subsidiary intends to enter within 30 days (or such longer period as the Administrative Agent may agree) of such Required Collateral Delivery Date), but not less than a pledge of 49% of such the Equity Interests issued by applicable lawsuch Real Estate Subsidiary, (ii) Equity Interests of any Subsidiary that is not a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on 100% of such Equity Interests, and excess interest(iii) Mezzanine Loan Documentation or Notes Receivable Documentation shall consist of a Collateral Assignment of Loan Documents, if anyunless in the case of each of clauses (i), (ii) and (iii), the Administrative Agent has waived in writing such requirement for a Lien with respect to any individual properties of the types described in the immediately preceding clauses (i) through (iii)), pursuant to the terms of such security agreements, pledge agreements, assignments, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, organizational documents, good standing certificates, corporate resolutions, searches (including UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to be physically delivered to the Administrative Agent thereunder, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the provisions of this Section 6.10(a) shall not apply to (x) any Equity Interests in New Market-▇▇▇▇▇▇▇▇ owned by the PAC REIT or any of its Subsidiaries, any Real Property of New Market-▇▇▇▇▇▇▇▇, and any personal property and assets of New Market-Anderson, in each case, so long as the ▇▇▇▇▇▇▇▇ Interim Loan Agreement is in effect; provided for that upon termination of the ▇▇▇▇▇▇▇▇ Interim Loan Agreement, this Section 6.10(a) shall apply to the property referenced in this note sentence to the extent it would otherwise apply, (y) any Equity Interests in any Subsidiary that has been formed for a potential transaction but which does not yet own or otherwise hold any interest in any Real Property or personal property; provided that upon such a Subsidiary owning or holding an interest in any Real Property or personal property, this Section 6.10(a) shall apply, and (z) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary. This Section shall also be canceled automatically subject to the last sentence of Section 6.09, as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)applicable.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in Upon the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions repayment of the same10.48% Subordinated Notes due 2000, and (b) which comprise part of the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunderExisting Subordinated Indebtedness, or in the event such Notes no longer limit the Borrower's Subsidiaries' ability to guarantee the Obligations, the Borrower shall cause each of its Subsidiaries (other than SSI, Inc.) to execute and deliver to the Administrative Agent for and on behalf of the Lenders the Subsidiary Guaranty and to cause to be delivered to the Administrative Agent the other documents contemplated by Section 4.4(d). (b) The Borrower will, and will cause each of its Subsidiaries (other than SSI, Inc. in respect of the granting of Liens that would require the approval of the NBA) to, grant to the Administrative Agent from time to time security interests, mortgages and other Liens in and upon such assets and properties of the Borrower or such Subsidiary as are not covered by the Security Documents executed and delivered on the Closing Date or pursuant to Section 6.10 and as may be reasonably requested from time to time by the Required Lenders (provided, however, that no Required Lender approval shall be required with respect to grants of Liens on assets acquired by the Borrower or a Subsidiary in connection with any Permitted Acquisition). Such security interests, mortgages and Liens shall be granted pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and shall constitute valid and perfected security interests and Liens, subject to no Liens other than Permitted Liens. Without limitation of the foregoing, in connection with the grant of any required mortgage or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepaymentdeed of trust with respect to any interest in real property, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawBorrower will, and excess interestwill cause each applicable Subsidiary to, if anyat the Borrowers expense, provided for in this note prepare, obtain and deliver to the Administrative Agent any environmental assessments, appraisals, surveys, title insurance and other matters or otherwise shall documents as the Administrative Agent may reasonably request or as may be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)required under applicable banking laws and regulations.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it With respect to any assets acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) leased real property, (y) any property described in paragraph (b) or (c) below, or (z) property acquired by an Excluded Foreign Subsidiary), promptly (and in any event within twenty days after the acquisition thereof): (i) execute and deliver to the Lender such amendments to the relevant Security Documents or such other documents (including Mortgages) as the Lender shall deem necessary or advisable to grant to and for the benefit of the Lender a Lien on such assets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including the filing of financing statements in such jurisdictions as may be requested by the Lender, (iii) in the case of a Mortgage, deliver to the Lender such surveys, title insurance policies, environmental assessments and other documents as the Lender may request, all in form and substance satisfactory to the Lender, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipmentform and substance, and all accessionsfrom counsel, substitutions and replacements theretosatisfactory to the Lender. (b) With respect to any Person that, and all of Lessee’s interest thereinsubsequent to the Closing Date, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease becomes a Subsidiary (or under if CRL International, Inc. transacts business, purchases or leases any other Master Lease Agreement, Equipment Schedule, Lease assets or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates incurs any Indebtedness or any other liability, debtthen CRL International, Inc. will be deemed to then become a Subsidiary for purposes of this Agreement) (other than an Excluded Foreign Subsidiary, but including any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and in any event within twenty days after such Person becomes a Subsidiary): (i) execute and deliver to and for the benefit of the Lender, such Security Documents or such amendments to the Guarantee and Collateral Agreement as the Lender shall deem necessary or advisable to grant to and for the benefit of the Lender a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Lender the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to execute and deliver to the Lender such Security Documents (including Mortgages and financing statements) as may be required by the Lender to create and perfect Liens in favor of the Lender on all present and future property of such Subsidiary, and (C) to execute and deliver such documents and certificates as the Lender or its counsel may request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other duty of Lessee and/or its affiliates Loan Documents relating to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingentsuch Subsidiary, and any renewalsother legal matters relating to such Subsidiary and the Loan Documents to which it is or is to become a party (including, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note if requested by the holder hereof (Lender, satisfactory environmental reports or if such obligations shall have been paid assessments with respect to each parcel of real property covered by a Mortgage), all in full, refunded form and substance satisfactory to Lessee ); the Lender and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).its counsel,

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not (i) constituting Excluded Real Property or Excluded Collateral and (ii) at the aggregate time included in the Collateral and subject to a Mortgage, the Parent Borrower will promptly (and in any event within forty-five (45) days of all consideration the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or will cause such Subsidiary to, within ninety (90) days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (x) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (y) take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that constitutes interest under applicable law that is takenmay be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, reservedperfected and enforceable Liens on such property. Furthermore, contracted forthe Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of counsel (including local counsel), charged or received hereunder or under any corporate resolutions, a counterpart to the Intercompany Note and other agreements or otherwise related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest Subject in the Equipment, case of any Non-U.S. Assets (as defined in the Agreed Security Principles) to the Agreed Security Principles and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds a fee simple ownership interest in (i) any Real Property on which a Landing Site is located, to the extent that such Real Property has a fair market value in excess of $10,000,000 for any such Real Property and $50,000,000 in the aggregate for all such owned Real Property not covered by a Mortgage (in each case, with fair market value determined at the time of all consideration that constitutes interest under applicable law acquisition and agreed to by the Required Lenders), or (ii) any personal property that is takennot at the time included in the Collateral, reservedthe Borrower will, contracted forin the case of each of clauses (i) and (ii) above, charged promptly notify the Administrative Agent in writing of such event, identifying the property or received hereunder interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the applicable Credit Party will, within 60 days (or under within 120 days in the case of any owned Real Property located in the United States, or within 150 days in the case of any owned Real Property located in a jurisdiction other agreements than the United States) following request by the Administrative Agent (at the direction of the Required Lenders) (or otherwise such later date as the Administrative Agent (at the direction of the Required Lenders) agrees to in its reasonable discretion), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Required Lenders reasonably deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative #4848-6974-4858 Agent such opinions of local counsel, resolutions (including any necessary member or shareholder resolutions) and other related documents (including, in the case of any Real Property that becomes subject to a Mortgage, all of the items required to be provided with respect to each Mortgaged Real Property pursuant to Section 6.10(d)(ii) or 6.10(d)(iii) below, as applicable) as may be reasonably requested in writing by the Required Lenders in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); Administrative Agent and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Required Lenders.

Additional Security. In the event that this Master Lease Agreement case of any property acquired after the Closing Date, the Parent Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to the extent provided in SUBSECTION (d) below) to cause, (i) all of its owned personal property, (ii) all of its owned Real Properties, (iii) all of its leased Material Real Properties and (iv) all other assets and properties of the Parent Borrower and its Subsidiaries as are not covered by the original Collateral Documents and as may be requested by either Collateral Agent, the Global Transaction Coordinator or any Lease entered into pursuant to this Master Lease Agreement, is not deemed the Required Lenders in each of their sole reasonable discretion to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in that regardthe case of Material Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the relevant Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the relevant Collateral Agent or the Global Transaction Coordinator shall request in each of their sole and reasonable discretion (collectively, the "ADDITIONAL COLLATERAL DOCUMENTS"). With respect to any owned Real Property or any leased Material Real Property acquired or leased by any Credit Party subsequent to the Closing Date, such Person will cause to be delivered to the relevant Collateral Agent with respect to such Real Property fully executed and notarized Mortgages encumbering the interest of such Person in such Real Property (except for leased properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the Parent Borrower to do so or as are otherwise approved by the Administrative Agents) and, in the Equipmentcase of any Material Real Property, such other documents, instruments and other items of the types required to be delivered pursuant to SECTION 4.01(i), all in form, content and scope reasonably satisfactory to such Collateral Agent. In furtherance of the foregoing terms of this SECTION 6.10, the Parent Borrower agrees to promptly provide -134- the Administrative Agents with written notice of the acquisition by it or any of its Subsidiaries of any Material Real Property or the entering into a lease by the Parent Borrower or any of its Subsidiaries of any Material Real Property, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, the Parent Borrower will cause, and will cause each of its Subsidiaries to cause, 100% of the Equity Interests of each of its direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in SUBSECTION (d) below) to be subject at all accessionstimes to a first priority, substitutions perfected Lien in favor of the relevant Collateral Agent pursuant to the terms and replacements theretoconditions of the Collateral Documents, subject only to Permitted Liens described in SECTION 7.02(iii) or (iv) and all of Lessee’s interest thereinLiens securing the Replacement Revolver. If, and all proceeds and products thereof subsequent to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under the Closing Date, a Credit Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received relevant Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Parent Borrower shall promptly (and in any event within five Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify such Collateral Agent of the same; PROVIDED that no such notice shall be required with respect to personal property the security interest in which has been perfected by filing as of the Closing Date of the financing statements or other agreements registration notices referred to in SECTION 4.01(i)(ii). Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at the Closing and otherwise reasonably satisfactory in form and substance to the relevant Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agents required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Parent Borrower shall cause to be delivered to the relevant Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by such Collateral Agent to Lessee )assure itself that this SECTION 6.10(b) has been complied with; and in PROVIDED that the event of an event of default hereunder, Borrowers shall not be required to provide opinions or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration title insurance with respect to Real Property that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)is not a Material Real Property.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a purchase price (in the aggregate case of all consideration that constitutes interest under applicable law after acquired real property) or Fair Market Value (with Fair Market Value determined as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party) in excess of $10.0 million for any Real Property not covered by a Mortgage, or any personal property that is takennot at the time included in the Collateral and that is not then Excluded Collateral, reservedthe Parent Borrower will promptly (and in any event within 45 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, contracted foridentifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, charged and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or received hereunder will cause such Subsidiary to, within 90 days or under such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other agreements or otherwise Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. In Each of OH Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary) to this Master Lease Agreementcause, is not (i) all of its fee-owned Real Properties acquired subsequent to the Closing Date having a value in excess of $5,000,000 and personal property located in the United States, other than such Real Properties which are subject to a Permitted Lien the terms of which prohibit the granting of a Lien thereon in favor of the Finance Parties and (ii) to the extent deemed to be a true lease under Chapter 2A, then solely material by the Administrative Agent or the Required Lenders in that event and for that limited purposeits or their reasonable discretion, (aA) it shall all of its personal property located in the United States (except to the extent expressly excluded from the Collateral Documents) and (B) all other assets and properties (other than Real Property) of OH Holdings and its Domestic Subsidiaries located in the United States as are not covered by the original Collateral Documents (or specifically excluded therefrom) and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of owned Real Property referred to under Section 6.10(b)(i) hereof, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned Real Property located in the EquipmentUnited States acquired by any Credit Party subsequent to the Closing Date for which the Collateral Agent is entitled to a Lien pursuant to the preceding sentence, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types required to be delivered pursuant to Section 4.01(k), all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.10, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by OH Holdings or any of its Subsidiaries of any owned Real Property located in the United States having a market value greater than $5,000,000 setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, OH Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in paragraph (ii) and/or (iv) of Section 7.02. If, subsequent to the Closing Date, a Credit Party shall acquire any material Intellectual Property registrations or applications, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral under any of the Collateral Documents, the Borrower shall promptly (and in any event within 10 Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all accessionstaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. Subject to Section 4.01(j), refunded the Borrower shall cause to Lessee ); be delivered to the Collateral Agent such opinions of counsel, title insurance and in other related documents as may be reasonably requested by the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration Collateral Agent to assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.10(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) No later than ten days after any Person becomes a Subsidiary, the Borrower shall, and shall cause such Subsidiary (unless it is not a Domestic Subsidiary) and its parent to, execute and deliver a Joinder Agreement under which (i) such Domestic Subsidiary shall be deemed grant a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in its assets described in the Equipment, Security Agreement as security for the Obligations and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the samebecome a Guarantor, and (ii) such parent pledges to the Bank 100% of the common stock or other ownership interests of such Domestic Subsidiary (or 65% of the common stock or other ownership interests of such Subsidiary if it is not a Domestic Subsidiary) and to deliver to the Bank such other documents relating to such Subsidiary as the Bank may reasonably request. (b) From and after the aggregate Closing Date, if (i) the Borrower or any Guarantor acquires any fee interest in real property having a book value in excess of $100,000 or (ii) at the time any Person becomes a Guarantor, such Person owns or holds any such fee interest in real property of such value or any such leasehold interest providing for such rents, such Credit Party shall deliver to the Bank, at its request after such acquisition of such property or leasehold interest or such Person becomes a Guarantor, as the case may be, the following: (i) A fully executed and notarized mortgage or deed of trust (an “Additional Mortgage”), duly recorded in all consideration that constitutes appropriate places in all applicable jurisdictions, encumbering the interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise of such Credit Party in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note such property; (ii) If requested by the holder hereof (or if Bank, a title report issued by a title company acceptable to the Bank with respect thereto, dated not more than 30 days prior to the date such obligations shall have been paid Additional Mortgage is to be recorded and satisfactory in fullform and substance to the Administrative Agent, refunded to Lessee ); and in the event of an event of default hereunder, or in the event together with copies of any required documents listed as exceptions to such title and, to the extent the Borrower or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepaymentany Subsidiary obtains an owner’s title policy on said property, then such consideration a mortgagee’s policy in an equal amount insuring the Lien in subsection (i) above; and (iii) If requested by the Bank, evidence that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interestsaid property is not in an area designated as prone to flooding or, if anyso, provided for in this note or otherwise shall be canceled automatically as evidence of flood insurance reasonably satisfactory to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Bank.

Additional Security. (i) With respect to any Material Real Property Assets (other than Leaseholds, easements and rights-of-way), (ii) any Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party on the Closing Date, such Credit Party, as the case may be, with respect thereto shall, within 120 days of the date of the Closing Date or such later date as may be agreed to by the Collateral Agent (and in any event within 360 days of the Closing Date (or, in the case of Real Property Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, 180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in any event within 180 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or with respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be obtained by the Secured Parties. In the event that this Master Lease Agreement the Collateral Agent makes such a determination, the Mortgage or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited Leasehold Mortgage relating to such obligation Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (or if such obligations shall have been paid Mobile) Home satisfactory to the Collateral Agent in full, refunded to Lessee)its sole discretion.

Additional Security. With respect to any owned Real Property having a fair market value in excess of $10,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with (i) written notice of the acquisition by the Borrower or any Lease entered into pursuant of its Subsidiaries of any owned Real Property having a market value greater than $10,000,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired and (ii) a completed life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to this Master Lease Agreementsuch owned Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if any improvements on any such owned Real Property are designated a “flood hazard area,” evidence of such flood insurance as may be required under the Flood Insurance Laws in form and substance reasonably acceptable to the Administrative Agent. Without limiting the generality of the foregoing, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the EquipmentBorrower will cause, and all accessionsthe Borrower will cause each of their respective Subsidiaries to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries (other than Unrestricted Subsidiaries and Excluded Subsidiaries) (or (x) 65% of such Equity Interests that are Voting Securities, and all if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in Section 7.02(iii) or (v). Notwithstanding anything contained in any Loan Document to the contrary, no mortgage shall be executed and delivered in favor of the Collateral Agent for the benefit of the Finance Parties with respect to any Real Property unless and until, at least twenty business days prior to such execution and delivery, the Administrative Agent has posted notice of such mortgage on the Platform and has made available to any requesting Lender a life of loan flood zone determination and such other documents as such Lender may reasonably request in order to complete its affiliates and Lessor and/or its affiliates or flood insurance due diligence. If, subsequent to the Closing Date, a Loan Party shall acquire any other liabilitypatents, debttrademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating to the foregoing, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, with an aggregate value in excess of $10,000,000, the Borrower shall promptly (and in any event within fifteen Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation that is consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In The Borrower will cause, and will cause each of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries) to cause, all of its owned Real Properties with a fair market value in excess of $2,000,000 hereafter acquired and all or substantially all personal property located in the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed United States to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement subject at all times to perfected and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned Real Property having a purchase money security interest fair market value in excess of $2,000,000 acquired by any Loan Party subsequent to the EquipmentClosing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property mortgages, deeds of trust or other appropriate instruments under applicable law sufficient to create a mortgage, deed of trust or similar Lien of record on such Real Property and including landlords’ consents and estoppels, ALTA or other appropriate forms of mortgagee title insurance policies, maps or plats of survey, flood insurance certificates and other instruments, certificates and documents, as are in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Borrower or any of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries) of any owned Real Property having a market value greater than $2,000,000, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and all accessionswill cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries that are not Subsidiaries of Foreign Subsidiaries or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Section 7.02(iii) or (iv). If, subsequent to the Closing Date, a Loan Party shall acquire any material patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any other liabilityapplications related to the foregoing, debtsecurities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall notify the Collateral Agent of the same no later than the end of the fiscal quarter of Holdings during which any such acquisitions take place, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In Each Loan Party will cause, and will cause each of its Wholly-Owned Subsidiaries (other than (u) any Canadian Subsidiary with total assets less than $100,000, so long as such Canadian Subsidiary is not liable in respect of any Indebtedness of the event that this Master Lease Agreement Parent Borrower or any Lease entered into of its Restricted Subsidiaries, (v) a Domestic Subsidiary, (w) an Unrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to cause all other assets and properties of the Parent Borrower and its Wholly-Owned Subsidiaries that are of a type constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Collateral Agent or the Required Revolving Lenders in their reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Master Lease Agreementclause (b), is not deemed upon the acquisition of any property referred to be a true lease under Chapter 2Ain the preceding paragraph by any Loan Party, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement andif such property, in that regardthe judgment of the Administrative Agent, Lessee hereby grants shall not already be subject to Lessor a purchase money perfected first priority security interest in favor of the EquipmentAdministrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ reasonable expense: (i) within 20 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent; 3616092.7 128 (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and all accessionsdeliver to the Administrative Agent deeds of hypothec, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof deeds to secure Lessee’s prompt debt, instruments of accession to the Collateral Documents and other security and similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions the Finance Obligations of the same, applicable Loan Party under the Finance Documents and (b) the aggregate of constituting Liens on all consideration such properties that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).are Collateral;

Additional Security. In the event (i) The Company shall procure that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it on acquiring (and in any event within 45 days of such acquisition) any asset of material value, or material to the operation of the business of any Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall be deemed a security agreement and(if such asset is not, in the reasonable opinion of the Security Agent, subject to any existing Security Document giving equivalent security to that regardprovided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) below) it is legal, Lessee hereby grants to Lessor a purchase money security interest practical and (in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions opinion of the sameFacility Agent, acting reasonably and having regard to the value of the asset or its materiality to the operation of the business of such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) if there has, in the aggregate reasonable opinion of all consideration the Majority Banks, been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, subject in each case to any provisions of law prohibiting such person from entering into such Security Documents provided that constitutes interest notwithstanding the foregoing (y) only the Company shall be liable for its obligations under applicable law that is taken, reserved, contracted for, charged this Agreement and nothing herein shall oblige an Obligor to guarantee or received hereunder or act as a guarantor for any obligation of the Company under any other agreements or otherwise in connection with this Lease Agreement and (z) nothing herein shall under no circumstances exceed oblige the maximum amount of interest allowed Company to pledge (as determined by applicable law) more than 66.6% of its interest in the voting share capital in any of its Immediate Subsidiaries. (ii) The Company shall procure that any entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any provision of law prohibiting such person from entering into such Security Documents. (iii) Where any such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition, and any excess the Security Agent may (but shall not be credited obliged to) agree with the relevant Obligor limitations on this note the extent of the security granted by it to the extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition. (iv) The Obligors shall at their own expense execute and do all such assurances, acts and things as the Security Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be afforded by the holder hereof Security Documents or for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretion's vested in the Security Agent or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (v) The Company shall procure that in relation to each further or if such obligations additional Security Document the relevant Borrower or Guarantor shall have been paid do all things necessary duly to perfect in full, refunded to Lessee ); the jurisdiction of its incorporation and in the event of an event of default hereunder, or in jurisdiction wherein the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than assets which are the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as subject of the date further or additional Security Documents are located, the security to be afforded to the Finance Parties under such further or additional Security Documents and shall deliver to the Security Agent such directors and shareholders resolutions, legal opinions, notices, certificates or documents of such acceleration title or prepayment and, if theretofore prepaid, other items as the Facility Agent shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)require.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) If the Total Debt to EBITDA Ratio shall at any time (whether before or after any release of Liens in accordance with Section 5.5) exceed 1.75 to 1.00, F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter, grant or cause to be granted to the Agent, for the benefit of the Agent and the Lenders, a perfected, first priority Lien in all Property of F.Y.I. and such Subsidiaries (other than immaterial Properties in which Agent has agreed it will not require a Lien) in which a Lien was not previously granted in accordance with Section 5.1 or 5.3 , which Liens shall be deemed granted pursuant to such Security Documents in form and substance satisfactory to the Agent as the Agent may request from time to time. Without limiting the generality of the foregoing, if the Total Debt to EBITDA Ratio shall at any time exceed 1.75 to 1.00, F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter and contemporaneously with the acquisition of any fee real Property or the execution of any lease of real Property concurrently therewith or thereafter execute, acknowledge and deliver to the Agent a security agreement andMortgage or an amendment or modification to an existing Mortgage covering (i) all fee real Property then owned or then being or thereafter acquired, respectively, F.Y.I. or any of such Subsidiaries and (ii) all of F.Y.I.'s or any of such Subsidiaries' rights and interests as lessee, in, to and under each real estate lease then in existence or then being or thereafter entered into, respectively, together with evidence reasonably satisfactory to the Agent and its counsel, including, without limitation, if requested by the Agent, a commitment for a mortgagee policy of title insurance in favor of the Agent, in form and substance reasonably satisfactory to the Agent, that regardthe Mortgage creates a valid, Lessee hereby grants to Lessor a purchase money security interest first priority Lien on the fee estate or leasehold estate, as the case may be, in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions favor of the same, Agent for the benefit of the Agent and the Lenders (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interestexcept for Permitted Liens, if any, provided for which are expressly permitted by the Loan Documents to have priority over the Liens in this note favor of the Agent), together with appraisals and surveys if requested by the Agent; provided, however, that (A) with respect to any fee real Property having a fair market value of less than $200,000, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or otherwise deliver such Mortgage or amendment or modification to an existing Mortgage unless or until fee real Property or Properties having an aggregate fair market value of $200,000 or more would be covered by any such Mortgage or amendment or modification to an existing Mortgage and, until such time, shall not be required to deliver such mortgagee policy of title insurance or such appraisals (unless required by laws or regulations applicable to any Lender) or surveys with respect to such Properties or waivers of landlord liens or landlord agreements referred to herein and (B) with respect to any lease of real Property, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or deliver such (b) Notwithstanding anything to the contrary contained in Section 5.4(a), in the event that additional security is required to be granted in accordance with Section 5.4(a), one or more Nonmaterial Subsidiaries (as the Agent may request) shall be canceled automatically required to grant Liens in accordance with Section 5.4(a) as if such Nonmaterial Subsidiaries were Material Subsidiaries if and to the extent necessary to ensure that (i) the aggregate total assets of all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the date total assets of F.Y.I. and its Subsidiaries on a consolidated basis, (ii) the aggregate net worth of all Nonmaterial Subsidiaries that have not granted such acceleration or prepayment andLiens does not exceed five percent of the total net worth of F.Y.I. and its Subsidiaries on a consolidated basis, if theretofore prepaid, shall be credited to and (iii) the aggregate revenues of all Nonmaterial Subsidiaries that have not granted such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Liens does not exceed five percent of the revenues of F.Y.I. and its Subsidiaries on a consolidated basis.

Additional Security. With respect to any owned Real Property having a fair market value in excess of $1,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property documents, instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any Lease entered of its Subsidiaries of any owned Real Property having a market value greater than $1,000,000 or the entering into pursuant to this Master Lease Agreementa lease by Holdings or any of its Subsidiaries of any Real Property for annual rent of $500,000 or more, is not deemed to be setting forth in each case in reasonable detail the location and a true lease under Chapter 2Adescription of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, then solely in that event Holdings and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the EquipmentBorrower will cause, and all accessionswill cause each of their respective Subsidiaries to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries (or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary or, following a Foreign IP Transfer Transaction, each Foreign IP Holdco, except as provided in subsection (d) below, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in Section 7.02(iii) or (v). If, subsequent to the Closing Date, a Loan Party shall acquire any other liabilitypatents, debttrademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating to the foregoing, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent (collectively, the “Additional Collateral Documents”) and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. AgreementRev. 08-04-2017 Page 2017Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).

Additional Security. In Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause, and will cause each of its Restricted Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (d) below) to cause, is not (i) all of its owned Real Properties and personal property located in the United States, (ii) to the extent deemed to be a true lease under Chapter 2Amaterial by the Administrative Agent or the Required Lenders in its or their sole and reasonable discretion, then solely in that event all of its other owned Real Properties and for that limited purposepersonal property, (aiii) it shall all of its leased Real Properties located in the United States (other than immaterial leased properties) and (iv) all other assets and properties of Holdings and its Restricted Subsidiaries as are not covered by the original Collateral Documents and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Restricted Subsidiaries of any Real Property located in the EquipmentUnited States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Restricted Subsidiaries of any Real Property located in the United States for annual rent of $500,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Restricted Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below) to be subject at all accessionstimes to a first priority, substitutions perfected Lien (subject only to Permitted Liens) in favor of the Collateral Agent pursuant to the terms and replacements theretoconditions of the Collateral Documents. If, and all of Lessee’s interest thereinsubsequent to the Closing Date, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under a Loan Party shall acquire any other Master Lease Agreementintellectual property, Equipment Schedulesecurities, Lease instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within three Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Security Agreement. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee Lessee); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee).

Additional Security. In As additional security for all of the event that this Master Lease Agreement Obligations, Borrower grants to the Collateral Agent, for the benefit of the Credit Parties, a security interest in, and assigns to the Collateral Agent, for the benefit of the Credit Parties, all of Borrower’s right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to Borrower, or credited by or due from any participant of any Lender to Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Collateral Agent, for the benefit of the Credit Parties, without any necessity on the Collateral Agent’s or any Lease entered into pursuant Lender’s part to this Master Lease Agreementresort to other security or sources of reimbursement for the Obligations, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in at any time during the Equipment, and all accessions, substitutions and replacements thereto, and all continuation of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due any Event of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, Default or in the event that the Collateral Agent, for the benefit of the Credit Parties, should make demand for payment hereunder and without further notice to Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Obligation, irrespective of whether any demand has been made or whether such Obligation is mature, and the rights given the Agents, the Lenders, their Affiliates and participants hereunder are cumulative with such Person’s other rights and remedies, including other rights of set-off. The Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any required Lender or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawparticipant for effectuation thereof, and excess interestthe Borrower hereby irrevocably appoints Collateral Agent as its attorney to collect, if any, provided for in this note or otherwise shall be canceled automatically so long as any Event of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations Default shall have been paid in fulloccurred and during the continuance of any such Event of Default, refunded any and all such deposits or other sums to Lessee)the extent any such payment is not made to the Collateral Agent or any Lender by such Lender, Affiliate or participant.

Additional Security. In If any Credit Party (i) acquires after the event that this Master Lease Agreement Closing Date a fee owned interest in any Real Property with a fair market value in excess of $250,000 for any Real Property and $1,000,000 in the aggregate for all fee owned Real Properties not covered by a Mortgage (in each case, with fair market value determined at the time of acquisition and agreed to by the Administrative Agent), or any Lease entered into personal property that is not at the time included in the Collateral, or (ii) acquires after the Closing Date a Leasehold interest in any Real Property (or amends, renews or otherwise modifies a Leasehold interest in any Real Property existing on the Closing Date as contemplated in Section 6.11) where the annual rental payments are in excess of $100,000 per year, for which a Mortgage on such Real Property is not prohibited and the mortgage of which does not require landlord consent, then, in each case, the Borrowers will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 30 days following request by the Administrative Agent (or such later date approved by the Administrative Agent), grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to this Master Lease Agreementthe terms of such security agreements, is not deemed assignments, Mortgages or other documents as the Administrative Agent deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, such Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a true lease under Chapter 2A, then solely in that event Perfection Certificate and for that limited purpose, (a) it shall other related documents as may be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in reasonably requested by the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise Administrative Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent.

Additional Security. In Each of the event that this Master Lease Agreement or any Lease entered into pursuant Parent and the Borrower will ------------------- cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (d) below, is not non-Wholly-Owned -------------- Subsidiaries and Joint Venture Entities) to cause, (i) all of its owned Real Properties with a fair market value greater than $1,000,000 and personal property located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned Real Properties with a true lease under Chapter 2A, then solely in that event fair market value greater than $1,000,000 and for that limited purposepersonal property, (aiii) it shall all of its Material Leased Properties located in the United States and (iv) all other material assets of the Parent and its Subsidiaries as are not covered by the original Collateral Documents and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of real property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole, reasonable discretion (collectively, the "Additional Collateral Documents"). With respect ------------------------------- to any owned Real Property with a purchase money security interest fair market value greater than $1,000,000 or Material Leased Property located in the EquipmentUnited States acquired or leased by any Credit Party subsequent to the Effective Date, such Person will cause to be delivered to the Collateral Agent with respect to such property, documents, instruments, including, without limitation, Mortgages, title insurance policies, surveys, flood hazard certifications and legal opinions, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.11, the Borrower agrees to promptly provide ------------ the Administrative Agent with written notice of the acquisition by any Consolidated Party of any owned Real Property located in the United States having a fair market value greater than $1,000,000 or the entering into a lease by any Consolidated Party of any Material Leased Property located in the United States, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, the Parent and the Borrower will cause, and all accessionswill cause each of their respective Subsidiaries to cause, substitutions 100% of the Capital Stock (or such lesser percentage as may be owned by the Borrower and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease AgreementCredit Party) of each of their respective direct and indirect Subsidiaries (or 65% of such Capital Stock, Equipment Scheduleif such Subsidiary is a direct Foreign Subsidiary, Lease except as provided in subsection (d) below) to be subject at all times to a first -------------- priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents. If, subsequent to the Effective Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within five Business Days after any officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Security Agreement. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Parent shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.11(b) has --------------- been paid in full, refunded to Lessee)complied with.

Additional Security. In (i) The Borrower will, and will cause each of its Subsidiaries which becomes a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the event that this Master Lease definition of “Collateral” in the Security Agreement or any Lease entered into other Collateral Document), to be subject at all times to perfected Liens in favor of the Collateral Agent pursuant to this Master Lease Agreementthe Collateral Documents, is not deemed or such other security agreements, pledge agreements, or similar collateral documents as the Collateral Agent shall reasonably request to create or perfect its Liens on the Collateral (collectively, the “Additional Collateral Documents”). If the Borrower or any of its Subsidiaries (other than an Excluded Subsidiary) acquires any owned Real Property on or after the Closing Date having a fair market value in excess of $2,000,000, the Borrower agrees to promptly (but in no event later than 120 days after the acquisition thereof) provide the Administrative Agent with written notice of such acquisition, setting forth in reasonable detail the location and a description of the Real Property so acquired. If requested by the Administrative Agent, the Borrower or the applicable Subsidiary Guarantor will cause to be delivered to the Collateral Agent with respect to such Real Property, a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Mortgage or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property including Surveys, Title Policies, local counsel opinions, flood insurance certificates, and other customary instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. In addition, the Borrower will cause, and will cause each of its Subsidiaries that is takenor becomes a Subsidiary Guarantor to cause, reserved100% of the Equity Interests (other than (i) any Equity Interests in any non-wholly owned Subsidiary, contracted for, charged but only to the extent that (x) the Organizational Documents or received hereunder or under any other agreements with other equity holders of such non-wholly owned Subsidiaries do not permit, or otherwise restrict, the pledge of such Equity Interests, or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Borrower or a Subsidiary or (ii) any Equity Interests expressly excluded from the definition of “Collateral” in the Security Agreement or other Collateral Document) owned by it of each of its respective direct and indirect Domestic Subsidiaries (other than any (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC) (not to be unreasonably withheld or delayed) and each of its respective Foreign Subsidiaries (that is not a CFC) or, with respect to each Foreign Subsidiary, directly owned by any Loan Party, that is a CFC or any Domestic Subsidiary, directly owned by any Loan Party, that is a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) and 100% of each class of Equity Interests of such Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Section 7.02(iii), (iv) or (xiv). (i) All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Borrower shall cause the Additional Collateral Documents or instruments related thereto to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and shall pay in full all Taxes, fees and other charges payable in connection therewith. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that the Borrower has complied with this Lease Section 6.12(b). (ii) Notwithstanding anything contained in this Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall under no circumstances exceed not be required to deliver any Additional Collateral Documents, if and to the maximum amount of interest allowed by applicable lawextent, and any excess shall be credited on this note as reasonably determined by the holder hereof (Collateral Agent and the Borrower, the cost of obtaining or if such obligations shall have been paid perfecting a security interest is excessive in full, refunded relation to Lessee ); and in the event of an event of default hereunder, or in benefit afforded to the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Finance Parties thereby.

Additional Security. 13.1 In the event that no separate pledge agreement has been agreed between the Custodian, AGCS, AEBB an the Client and in addition to any general security rights (zekerheidsrechten), rights of retention or rights of set-off against all of the Assets, and/or any other rights to which the Custodian may be entitled under this Master Lease Agreement or any Lease entered into pursuant applicable law, the Client hereby, as a continuing security for the proper performance and discharge of all Secured Obligations, pledges and agrees to pledge to the Custodian by way of a disclosed first priority right of pledge (openbaar pandrecht eerste in rang) all the Assets, which pledge is hereby accepted by the Custodian. 13.2 The right of pledge as mentioned in Clause 13.1 shall in each case be regarded as automatically established at the moment at which the Custodian, AGCS and/or AEBB, as the case may be, commences to keep the Assets in accordance with this Master Lease Agreement. 13.3 Insofar as legally required, is not deemed the Client hereby irrevocably authorises the Custodian as its attorney to be create, on behalf of the Client, a true lease under Chapter 2Aright of pledge on the Assets. AGCS, then solely in AEBB, the Custodian and Client hereby acknowledge that event they have been notified of this right of pledge within the meaning of articles 3:236 jo 3:98 and for that limited purpose3:94 of the Dutch civil Code. 13.4 The Client furthermore undertakes vis-à-vis the Custodian, at the Custodian’s first written demand, at any time during any Business Day, to: (a) it shall be deemed pay to the Cash Account such amount of cash as the Custodian in its sole discretion may determine at the time of the written demand, taking into account, as a security agreement andminimum, in that regard, Lessee hereby grants the Secured Obligations; and/or (b) grant to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all Custodian rights of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease pledge or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates security interests (zekerheidsrechten) over any Assets or any other liabilityproperty of the Client, debtwhich Assets or property, at the time of the written demand, have such market value as the Custodian in its sole discretion may determine at that time taking into account, as a minimum, the Secured Obligations; such rights of pledge or other duty security interests (zekerheidsrechten), at the time of Lessee and/or its affiliates the written demand, should secure all present and future claims of the Custodian in whatever regard against the Client whether or not due and payable or contingent and in whatever currency. The amount referred to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingentin (a) above shall be immediately due and payable, and any renewals, extensions, and substitutions of the same, and obligations referred to in (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess above shall be credited on this note immediately enforceable, upon receipt by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as Client of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)written demand.

Additional Security. In 11.1 Regardless of the event that this Master Lease Agreement adequacy of any security which Lender may at any time hold hereunder and regardless of the adequacy of any other security which Lender may obtain at any of its offices from Dealer in connection with any other transaction, all deposits or other monies due from Lender to Dealer at any Lease entered into pursuant of its offices shall constitute additional security for, and may be set off against all Obligations secured hereby even though said Obligations may not then be due. 11.2 Any and all instruments, documents, policies and certificates of insurance, securities, goods, accounts receivable, choses in action, cash, property and the proceeds thereof owned by Dealer or in which Dealer has an interest, which now or hereafter are at any time in possession or control of Lender at any of its offices or in transit by mail or carrier to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest or from Lender or in the Equipmentpossession of any third party acting in Lender's behalf, and all accessionswithout regard to whether Lender received the same in pledge, substitutions and replacements theretofor safekeeping, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease agent for collection or under any other Master Lease Agreement, Equipment Schedule, Lease transmission or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates otherwise or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of Lender has conditionally released the same, shall constitute additional security for all Obligations hereunder and (b) may be applied at any time to any Obligations which are then due whether by acceleration or otherwise. 11.3 Dealer hereby assigns to Lender all of its rights to any rebates, credits, factory holdbacks, and incentive payments which may become due to Dealer by the aggregate factory or distributor with respect to any of all consideration that constitutes interest under applicable law that is takenthe Collateral, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed and will pay the maximum full amount of interest allowed by applicable lawany such rebates, credits, factory holdbacks, and incentive payments to Lender, as soon as the same are received for application on Dealer's Obligations. Lender may collect any excess shall be credited rebates, credits, factory holdbacks or incentive payments directly from the factory or distributor whether or not Dealer is in default on this note by the holder hereof (or if such obligations shall have been paid in full, refunded any Obligation to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawLender, and excess interestmay give appropriate instructions to the factory or distributor for that purpose. 11.4 All reserves, if anyhowever created, provided of Dealer in possession of Lender shall also constitute additional security for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited Dealer's Obligations to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Lender.

Additional Security. In The Borrower will, and will cause each of its Subsidiaries to, grant to the Administrative Agent, for the benefit of the Lenders, from time to time security interests, mortgages and other Liens in and upon such assets and properties of the Borrower or such Subsidiary as are not covered by the Security Documents executed and delivered on the Closing Date or pursuant to Section 6.10 and as may be reasonably requested from time to time by the Required Lenders (including, without limitation, Liens on real property owned or leased by the Borrower or any of its Subsidiaries, and Liens on assets acquired by the Borrower or a Subsidiary in connection with any Permitted Acquisition), but subject to the proviso at the end of Section 6.10. Such security interests, mortgages and Liens shall be granted pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and shall constitute valid and perfected security interests and Liens, subject to no Liens other than Permitted Liens. Without limitation of the foregoing, (i) in connection with the grant of any Mortgage with respect to any interest in real property, the Borrower will, and will cause each applicable Subsidiary to, at the Borrower’s expense, prepare, obtain and deliver to the Administrative Agent any environmental assessments, appraisals, surveys, title insurance and other matters or documents as the Administrative Agent may reasonably request or as may be required under applicable banking laws and regulations, (ii) the Borrower will deliver to the Administrative Agent, not later than 30 days after the Closing Date, a Mortgage, policy of title insurance, survey and flood certification for the Borrower’s corporate headquarters property in Warsaw, Indiana in the manner provided in Section 4.1(a)(vi) and (iii) in the event that this Master Lease Agreement Ultrexx, Inc. elects to renew or any Lease entered extend the lease agreement for its facility located in Avilla, Indiana or enter into pursuant to this Master Lease Agreementa lease agreement for a new facility, is not deemed then the Borrower shall cause to be delivered to the Administrative Agent a true Mortgage with respect to such leased parcel within 30 days of such renewal, extension or replacement lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise manner provided in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to LesseeSection 4.1(a)(vi).

Additional Security. With respect to any owned Real Property having a fair market value in excess of $1,000,000 acquired by any Loan Party subsequent to the Closing Date, such Person will cause to be delivered to the Applicable Collateral Agent with respect to such Real Property documents, instruments and other items of the types customarily required by lenders in transactions similar to the transactions contemplated herein, all in form, content and scope reasonably satisfactory to the Applicable Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any Lease entered of its Subsidiaries of any owned Real Property having a market value greater than $1,000,000 or the entering into pursuant to this Master Lease Agreementa lease by Holdings or any of its Subsidiaries of any Real Property for annual rent of $500,000 or more, is not deemed to be setting forth in each case in reasonable detail the location and a true lease under Chapter 2Adescription of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, then solely in that event Holdings and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the EquipmentBorrower will cause, and all accessionswill cause each of their respective Subsidiaries to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries (or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary or, following a Foreign IP Transfer Transaction, each Foreign IP Holdco, except as provided in subsection (d) below, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Senior Collateral Agent and a first priority (subject only to the prior Lien in favor of the Senior Collateral Agent until the Senior Obligations are paid in full), perfected Lien in favor of the Second Lien Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in Section 7.02(iii) or (v). If, subsequent to the Closing Date, a Loan Party shall acquire any other liabilitypatents, debttrademark registrations, service ▇▇▇▇ registrations, registered tradenames, copyright registrations, any applications relating to the foregoing, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Applicable Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Applicable Collateral Agent of the same. Each of the Loan Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Applicable Collateral Agent (collectively, the “Additional Collateral Documents”) and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agents required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Applicable Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Applicable Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.12(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In Each of the event that this Master Lease Agreement or any Lease entered into pursuant Parent, ASG and the Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (d) below, is not non-Wholly-Owned Subsidiaries and Joint Venture Entities) to cause, (i) all of its owned Real Properties with a fair market value greater than $1,000,000 and personal property located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned Real Properties with a true lease under Chapter 2A, then solely in that event fair market value greater than $1,000,000 and for that limited purposepersonal property, (aiii) it shall all of its Material Leased Properties located in the United States and (iv) all other material assets of the Parent and its Subsidiaries as are not covered by the original Collateral Documents and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of real property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole, reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned Real Property with a purchase money security interest fair market value greater than $1,000,000 or Material Leased Property located in the EquipmentUnited States acquired or leased by any Credit Party subsequent to the Effective Date, such Person will cause to be delivered to the Collateral Agent with respect to such property, documents, instruments, including, without limitation, Mortgages, title insurance policies, surveys, flood hazard certifications and legal opinions, all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.11, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by any Consolidated Party of any owned Real Property located in the United States having a fair market value greater than $1,000,000 or the entering into a lease by any Consolidated Party of any Material Leased Property located in the United States, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, the Parent, ASG and the Borrower will cause, and all accessionswill cause each of their respective Subsidiaries to cause, substitutions 100% of the Capital Stock (or such lesser percentage as may be owned by the Borrower and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease AgreementCredit Party) of each of their respective direct and indirect Subsidiaries (or 65% of such Capital Stock, Equipment Scheduleif such Subsidiary is a direct Foreign Subsidiary, Lease except as provided in subsection (d) below) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents. If, subsequent to the Effective Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Borrower shall promptly (and in any event within five Business Days after any officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Security Agreement. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Parent and ASG shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.11(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In (i) Upon the event that this Master Lease Agreement formation or acquisition of any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in Subsidiary by the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates Company or any other liabilityTiVo Party otherwise permitted by the Loan Documents, debt(ii) at any time that the provisions contained in the agreements listed as items 24, 25 and 44 described on Schedule 5.23 hereof or other duty of Lessee and/or its affiliates to Lessor and/or its affiliatesany similar agreement permitted hereunder (together, whether now existing or later incurred, matured or unmatured, direct or contingent, and the “Restrictive Agreements”) that restrict any renewals, extensions, and substitutions Subsidiary of the sameCompany from pledging any of its assets or guaranteeing any obligations of the Company shall have been eliminated or otherwise become inapplicable and (iii) with respect to any Foreign Subsidiary, at any time that there are no Adverse Tax Consequences (as defined below), (A) cause such Subsidiary to guarantee the obligations of the Company pursuant to a guaranty in form and substance satisfactory to the Administrative Agent and pledge security interests in (in form and substance acceptable to the Administrative Agent) all of its property and assets including intellectual property (to the extent not restricted from being so pledged pursuant to any Restrictive Agreement) to the Administrative Agent as security for such guarantee, and (bB) pledge security interests in favor of the aggregate Administrative Agent as additional Collateral hereunder in all Equity Interests of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof such Subsidiary (or if such obligations shall have been paid pledge would result in fullAdverse Tax Consequences, refunded such lesser percentage in which a security interest may be granted without resulting in Adverse Tax Consequences, it being understood that on the date hereof, such percentage is 65% with respect to Lessee the Company’s Foreign Subsidiaries); and . Notwithstanding the foregoing, even if the Company is not then currently subject to any Restrictive Agreements, if the Company determines in the event exercise of an event of default hereunder, or its reasonable business judgment that it is in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as best interests of the date Company in connection with the use and marketing of its trademarks and foreign intellectual property to cause any such Subsidiary to continue to hold such assets in a bankruptcy remote special purpose entity that is restricted from pledging any of such acceleration assets or prepayment andguaranteeing any obligations of the Company, if theretofore prepaidso long as no Event of Default or Potential Event of Default has occurred and is continuing, the Company shall not be credited required to such obligation comply with the requirements set forth in clause (A) of this Section 6.01(q). For purposes of this section, “Adverse Tax Consequences” means adverse tax consequences to the Company under Section 956 (or if such obligations shall have been paid in full, refunded to Lessee)a successor provision) of the Internal Revenue Code.

Additional Security. In The Borrowers and the event that this Master Lease Agreement or any Lease entered into pursuant Founders hereby agree to this Master Lease Agreement, is not deemed provide additional security with respect to be a true lease under Chapter 2A, then solely all shares held by ZHU Zhengdong in that event and for that limited purpose, Beijing Zhengbao Yucai Education Technology Company Limited by Shares (a北京正保育才教育科技股份有限公司) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date hereof (being 26,700,000 shares)(the “Onshore Charged Shares”) in favor of such acceleration the Lender or prepayment andits designated Affiliate(s) in respect of the Loan Agreement (the “Additional Security”, if theretofore prepaidand the share charge agreement (股份质押合同) in respect of the Additional Security is referred to as the “Additional Security Agreement”). The Additional Security is in addition to and not in substitution for the Share Charge and the Additional Share Charge held by the Lender. In no event later than ninety (90) days after the date on which the Remaining Amount is wired to the account designated by the Borrower, the Borrower shall charge all Onshore Charged Shares in favor of the Lender or its designated Affiliates in accordance with the Additional Security Agreement and the applicable Laws, including delivering all documents and taking all actions required for Onshore Charged Shares under clauses 4 and 12 of Additional Security Agreement. Each of the Parties hereby agrees and confirms that the Onshore Charged Shares shall have a valuation of RMB 103,208,349.4 (equivalent of US$14,818,991.67)(the “Agreed Valuation”), and upon the completion of the aforementioned charge over the Onshore Charged Shares, the Onshore Charged Shares shall not be deemed as one of the Additional Assets for purpose of calculation of Floating Pledge Ratio under the Loan Agreement, with the market value of the Onshore Charged Shares being the Agreed Valuation. The Lender shall have the right to waive the Additional Security or decide to release the Onshore Charged Shares in advance, provided that any amount of money received by disposal of Onshore Charged Shares shall be credited to such obligation (used for the repayment of the Loan or if such obligations purchasing certain number of Ordinary Shares or ADS of the Company, and prior written consent of Lender for using the above amount of money shall have been paid in full, refunded to Lessee)be obtained.

Additional Security. In Each of Holdings and the event that this Master Lease Agreement or any Lease entered into pursuant Borrower will cause, and will cause each of its Subsidiaries (other than a Foreign Subsidiary, except to this Master Lease Agreementthe extent provided in subsection (d) below, is not and other than non-Wholly-Owned Liquor License Subsidiaries) to cause, (i) all of its owned Real Properties and personal property located in the United States, other than those owned Real Properties set forth on Schedule 6.10(b) and other than owned Real Properties which are subject to a Permitted Lien the terms of which prohibit the granting of a Lien thereon in favor of the Finance Parties and (ii) to the extent deemed to be a true lease under Chapter 2A, then solely material by the Administrative Agent or the Required Lenders in that event and for that limited purposeits or their sole reasonable discretion, (aA) it shall all of its personal property located in the United States (except to the extent expressly excluded from the Collateral Documents), (B) all of its leased Real Properties located in the United States (other than leased Real Properties subject to a Sale/Leaseback Transaction permitted hereunder or other leaseholds the terms of which prohibit the granting of a lien thereon in favor of the Finance Parties) and (C) all other assets and properties of Holdings and its Domestic Subsidiaries located in the United States as are not covered by the original Collateral Documents (or specifically excluded therefrom) and as may be deemed a security agreement requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in that regardthe case of Real Property (whether leased or owned), Lessee hereby grants title insured Liens in favor of the Collateral Agent pursuant to Lessor a purchase money the Collateral Documents or such other security interest agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole and reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any Real Property (whether leased or owned) located in the EquipmentUnited States acquired or leased by any Credit Party subsequent to the Closing Date for which the Collateral Agent is entitled to a Lien pursuant to the preceding sentence, such Person will cause to be delivered to the Collateral Agent with respect to such Real Property (other than immaterial leased properties or except for properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the Borrower to do so or as otherwise approved by the Administrative Agent) documents, instruments and other items of the types required to be delivered pursuant to Section 4.01(l), all in form, content and scope reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.10, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by Holdings or any of its Subsidiaries of any Real Property located in the United States having a market value greater than $500,000 or the entering into a lease by Holdings or any of its Subsidiaries of any Real Property located in the United States for annual rent of $150,000 or more, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired or leased. Without limiting the generality of the foregoing, Holdings and the Borrower will cause, and will cause each of their respective Subsidiaries to cause, 100% of the Equity Interests of each of their respective direct and indirect Subsidiaries (or 65% of such Equity Interests, if such Subsidiary is a direct Foreign Subsidiary, except as provided in subsection (d) below), other than non-Wholly-Owned Liquor License Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Collateral Documents, subject only to Permitted Liens described in paragraph (ii) and/or (iv) of Section 7.02. If, subsequent to the Closing Date, a Credit Party shall acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral under any of the Collateral Documents, the Borrower shall promptly (and in any event within 10 Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all accessionstaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have Section 6.10(b) has been paid in full, refunded to Lessee)complied with.

Additional Security. In The Borrower will cause, and will cause each of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries) to cause, all of its owned Real Properties with a fair market value in excess of $2,000,000 hereafter acquired and all or substantially all personal property located in the event that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed United States to be a true lease under Chapter 2A, then solely subject at all times to perfected (the priority of which is set forth in that event and for that limited purpose, (athe Intercreditor Agreement) it shall be deemed a security agreement and, in that regardthe case of owned Real Property, Lessee hereby grants title insured Liens in favor of the Collateral Agent (subject to Lessor the Liens in favor of the First Lien Administrative Agent and the other Permitted Liens) pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned Real Property having a purchase money security interest fair market value in excess of $2,000,000 acquired by any Loan Party subsequent to the EquipmentClosing Date, such Person will cause to be delivered to the First Lien Collateral Agent (as bailee for the Collateral Agent pursuant to the terms of the Intercreditor Agreement) with respect to such Real Property mortgages, deeds of trust or other appropriate instruments under applicable law sufficient to create a mortgage, deed of trust or similar Lien of record on such Real Property (subject to the Liens in favor of the First Lien Administrative Agent and the other Permitted Liens) and including landlords’ consents and estoppels, ALTA or other appropriate forms of mortgagee title insurance policies, maps or plats of survey, flood insurance certificates and other instruments, certificates and documents, as are in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing terms of this Section 6.12, the Borrower agrees to promptly provide the Administrative Agent with written notice of the acquisition by the Borrower or any of its Subsidiaries (other than Foreign Subsidiaries and Unrestricted Subsidiaries) of any owned Real Property having a market value greater than $2,000,000, setting forth in each case in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and all accessionswill cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, substitutions 100% of the Equity Interests of each of their respective direct and replacements theretoindirect Domestic Subsidiaries that are not Subsidiaries of Foreign Subsidiaries or (x) 65% of such Equity Interests, and all if such Subsidiary is a direct Foreign Subsidiary, or (y) to the extent not prohibited by the terms of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease Organization Document or other agreement between Lessee and/or its affiliates governing a Permitted Joint Venture, such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and Lessor and/or its affiliates non-Wholly-Owned Subsidiaries) to be subject at all times to a perfected Lien in favor of the Collateral Agent, subject only to the Liens in favor of the First Lien Administrative Agent and Permitted Liens described in Section 7.02(iii) or (iv). If, subsequent to the Closing Date, a Loan Party shall acquire any material patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any other liabilityapplications related to the foregoing, debtsecurities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions be delivered to the First Lien Collateral Agent (as bailee for the Collateral Agent pursuant to the terms of the same, and (bIntercreditor Agreement) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received as Collateral hereunder or under any of the Collateral Documents, the Borrower shall notify the Collateral Agent of the same no later than the end of the fiscal quarter of Holdings during which any such acquisitions take place, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed at Closing and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages (the priority of which is set forth in the Intercreditor Agreement) and subject to no other agreements Liens except for Liens in favor of the First Lien Agent and Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in assure itself that this Section 6.12(b) has been complied with. Prior to the event Discharge of an event of default hereunderFirst Lien Finance Obligations, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for covenants made in this note or otherwise Section 6.12(b) to deliver any Collateral to the Collateral Agent shall be canceled automatically as of deemed satisfied by the date delivery of such acceleration or prepayment and, if theretofore prepaid, shall be credited Collateral to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the First Lien Collateral Agent.

Additional Security. In Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the event that this Master Lease Agreement Effective Date having a fair market value of $25,000,000 or more (except any Lease entered into pursuant such parcel as to this Master Lease Agreementwhich the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, is as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not deemed covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion, to be a true lease under Chapter 2Asubject at all times to first priority (subject only to Permitted Liens), then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement perfected and, in the case of owned Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the Additional Collateral Documents); provided that regard, Lessee hereby grants no Credit Party will be required to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates provide control agreements or any other liabilitymeans of perfection by control with respect to Collateral constituting deposit accounts, securities accounts or uncertificated securities unless pursuant to paragraph (f) or (g) of this Section 8.10. In furtherance of the foregoing terms of this subparagraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Administrative Agent for the benefit of the Secured Parties, then such Credit Party shall, at the Company’s expense: (i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iii) within 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from 60 days up to a maximum of 90 days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other duty of Lessee and/or its affiliates personal property required to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of be delivered to the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral Agent as Collateral hereunder or under any other agreements or otherwise in connection with this Lease of the Collateral Documents, the Company shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof promptly (or if such obligations shall have been paid in full, refunded to Lessee ); and in any event within three Business Days after any Responsible Officer of any Credit Party acquires knowledge of the event same) notify the Collateral Agent of an event the same. Each of default hereunder, or the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Collateral Documents.

Additional Security. In the event (i) The Company shall procure that this Master Lease Agreement or any Lease entered into pursuant to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it on acquiring (and in any event within 45 days of such acquisition) any asset of material value, or material to the operation of the business of any Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall be deemed a security agreement and(if such asset is not, in the reasonable opinion of the Security Agent, subject to any existing Security Document giving equivalent security to that regardprovided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) below) it is legal, Lessee hereby grants to Lessor a purchase money security interest practical and (in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions opinion of the sameFacility Agent, acting reasonably and having regard to the value of the asset or its materiality to the operation of the business of such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) if there has, in the aggregate reasonable opinion of all consideration the Majority Banks, been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, subject in each case to any provisions of law prohibiting such person from entering into such Security Documents provided that constitutes interest notwithstanding the foregoing (y) only the Company shall be liable for its obligations under applicable law that is taken, reserved, contracted for, charged this Agreement and nothing herein shall oblige an Obligor to guarantee or received hereunder or act as a guarantor for any obligation of the Company under any other agreements or otherwise in connection with this Lease Agreement and (z) nothing herein shall under no circumstances exceed oblige the maximum amount of interest allowed Company to pledge (as determined by applicable law) more than 65% of its interest in the voting share capital in any of its Immediate Subsidiaries. (ii) The Company shall procure that any entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any provision of law prohibiting such person from entering into such Security Documents. (iii) Where any such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition, and any excess the Security Agent may (but shall not be credited obliged to) agree with the relevant Obligor limitations on this note the extent of the security granted by it to the extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition. (iv) The Obligors shall at their own expense execute and do all such assurances, acts and things as the Security Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be afforded by the holder hereof Security Documents or for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, authorities and discretion's vested in the Security Agent or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient. (v) The Company shall procure that in relation to each further or if such obligations additional Security Document the relevant Borrower or Guarantor shall have been paid do all things necessary duly to perfect in full, refunded to Lessee ); the jurisdiction of its incorporation and in the event of an event of default hereunder, or in jurisdiction wherein the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than assets which are the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as subject of the date further or additional Security Documents are located, the security to be afforded to the Finance Parties under such further or additional Security Documents and shall deliver to the Security Agent such directors and shareholders resolutions, legal opinions, notices, certificates or documents of such acceleration title or prepayment and, if theretofore prepaid, other items as the Facility Agent shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)require.

Additional Security. (i) With respect to (i) any fee owned Material Real Property Assets and (ii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clause (i) in each case, (1) owned by any Credit Party on the Fifth Amendment Effective Date, such Credit Party, as the case may be, with respect thereto shall, within 270 days of the date of the Fifth Amendment Effective Date or such later date as may be agreed to by the Collateral Agent (and in any event within 365 days of the Fifth Amendment Effective Date) or (2) acquired by any Credit Party after the Fifth Amendment Effective Date, such Credit Party, as the case may be, shall, within 270 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in any event within 365 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following: (A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent covering such Material Real Property Asset, duly executed by such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, a policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required; (C) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, with respect to such Material Real Property Asset, evidence from within the past five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above, and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this paragraph will not be required with respect to any such Material Real Property Asset, to the extent the cost of providing such items would exceed 1.00% of the then Designated Value of such Material Real Property Asset. (ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than any fee owned Material Real Property Asset) (such Material Real Property Assets, “Other Specified Property”), (a) held by any Credit Party on the Fifth Amendment Effective Date or (b) acquired by any Credit Party after the Fifth Amendment Effective Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 270 days of the Fifth Amendment Effective Date or 120 days from the date of acquisition thereof or such later date as may be agreed to by the Collateral Agent (provided that such deadline may not be extended to a date later than 365 days after the Fifth Amendment Effective Date or the acquisition date, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties, the following: (A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Other Specified Property, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (B) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Other Specified Property and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required; (C) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (D) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Other Specified Property is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto; (E) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way, with respect to such Other Specified Property, evidence from within the past five (5) years that such Other Specified Property, and the uses of such Other Specified Property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Other Specified Property, the permitted uses of each such Other Specified Property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. (iii) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property after the Closing Date until the date that is the later of (1) (a) if such Mortgaged Property relates to a property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgaged Property relates to a property located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of that fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Insurance Laws, evidence of required flood insurance and (2) the timing specified in Section 8.10(d)(i) and (ii) above. (iv) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent and the Secured Parties may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be obtained by the Secured Parties. In the event that this Master Lease Agreement the Collateral Agent and the Secured Parties makes such a determination, the Mortgage or any Lease entered into pursuant Leasehold Mortgage relating to this Master Lease Agreement, is not deemed such Material Real Property Asset will contain customary exclusionary provisions with respect to such Building or Manufactured (Mobile) Home satisfactory to the Collateral Agent in its sole discretion. The exclusionary provisions included in each Mortgage or Leasehold Mortgage in effect as of the Fifth Amendment Effective Date will be a true lease under Chapter 2A, then solely included in that event and for that limited purpose, the case of (a) it shall be deemed any amendment, restatement, supplement or modification to a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance Mortgage or Leasehold Mortgage existing as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, Fifth Amendment Effective Date and (b) any new Mortgage or Leasehold Mortgage entered into after the aggregate of all consideration that constitutes interest under applicable law Fifth Amendment Effective Date. (v) Notwithstanding the foregoing, no M▇▇▇ Event may be closed until the date that is taken(a) if there are no Mortgaged Properties in a “special flood hazard area”, reservedten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, contracted forthirty (30) days (in each case, charged or received hereunder or under any other agreements or otherwise the “Notice Period”), after the Administrative Agent has delivered to the Lenders the following documents in connection with this Lease shall under no circumstances exceed respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the maximum amount applicable Credit Parties of interest allowed by that fact and (if applicable) notification to the applicable law, Credit Parties that flood insurance coverage is not available and any excess shall be credited on this note (B) evidence of the receipt by the holder hereof applicable Credit Parties of such notice; and (or iii) if required by Flood Insurance Laws, evidence of required flood insurance; provided that any such obligations M▇▇▇ Event may be closed prior to the Notice Period if the Administrative Agent shall have been paid in full, refunded received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)its reasonable satisfaction.

Additional Security. (i) The Borrower will, and will cause each of its Restricted Subsidiaries which becomes a Guarantor to cause, all of its owned (but not leased) Real Properties with a fair market value in excess of $3,000,000 hereafter acquired and all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement), in each case to the extent required by any Collateral Document, to be subject at all times to perfected and, in the case of owned (but not leased) Real Property, title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents, or such other security agreements, pledge agreements, Mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). With respect to any owned (but not leased) Real Property having a fair market value in excess of $3,000,000 acquired by any Loan Party subsequent to the Closing Date, Borrower or such Guarantor will cause to be delivered to the Collateral Agent with respect to such owned (but not leased) Real Property, a Mortgage or other appropriate instruments under applicable law sufficient to create a valid first priority Lien of record on such Real Property including, to the extent reasonably requested by the Administrative Agent, Surveys, Title Policies, local counsel opinions, life-of-loan flood insurance certificates, flood insurance certificates, and other instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. In furtherance of the event that foregoing terms of this Master Lease Agreement Section 6.12, the Borrower agrees to promptly, within 30 days provide the Administrative Agent with written notice of the acquisition by the Borrower or any Lease entered into Guarantor of any owned (but not leased) Real Property having a market value greater than $3,000,000 setting forth in reasonable detail the location and a description of the Real Property so acquired. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Restricted Subsidiaries that is or becomes a Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Wholly Owned Domestic Subsidiaries that are not Unrestricted Subsidiaries, or (x) 65% of the voting Equity Interests (within the meaning of Treasury Regulation § 1.956-2(c)(2)) and 100% of the non-voting Equity Interests, if such Subsidiary is a direct Restricted Foreign Subsidiary of a Loan Party, or (y) to the extent not prohibited by the terms of any Organization Document or other agreement governing a Permitted Joint Venture, or non-Wholly Owned Subsidiary such percentage as is equal to their respective ratable ownership of all Equity Interests in Permitted Joint Ventures and non-Wholly Owned Subsidiaries other than, in each case, Unrestricted Subsidiaries (so long as any such agreement governing a Permitted Joint Venture or such non-Wholly Owned Subsidiary’s Organization Documents have not been modified to so preclude such pledge in contemplation of such Person becoming a Subsidiary)) to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Sections 7.02(ii), (iii), (iv) and (xiv). Notwithstanding the foregoing, Liens granted pursuant to this Master Lease AgreementSection 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Security Agreements with respect to Collateral thereunder (including, is not deemed without limitation, excluding from the definition of “Collateral” certain assets subject to Liens permitted under Section 7.02(xv)). (i) If, subsequent to the Closing Date, a Loan Party shall acquire any patents, trademark registrations, service ▇▇▇▇ registrations, registered trade names, copyright registrations or any applications related to the foregoing, securities, instruments, chattel paper or other personal property required to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants delivered to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance Collateral Agent as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received Collateral hereunder or under any of the Collateral Documents, the Borrower shall notify the Collateral Agent of the same as required by Section 6.02, provided that if any such acquisition is accomplished by means of a Permitted Acquisition, the Borrower shall promptly (and in any event no later than 30 days after consummation of such Permitted Acquisition) notify the Collateral Agent of the same. (ii) All such security interests and mortgages shall be granted pursuant to documentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other agreements Liens except for Permitted Liens. The Additional Collateral Documents or otherwise instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Collateral Documents, and all taxes, fees and other charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such title insurance and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section 6.12(b) has been complied with. (iii) Notwithstanding anything contained in this Section 6.12(b), refunded the Collateral Agent and the Borrower agree to Lessee ); exclude assets from the Collateral and in that the event of an event of default hereunderBorrower shall not be required to deliver any Additional Collateral Documents (or any related Surveys, or in the event of any required or Master Lease Agreement Rev. 08Title Policies, local counsel opinions, life-04of-2017 Page 12 permitted prepaymentloan flood insurance certificates, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable lawflood insurance certificates, and excess interestother instruments, if anycertificates and documents) if, provided for as reasonably determined by the Collateral Agent and the Borrower in this note writing, the cost of obtaining or otherwise shall be canceled automatically as of perfecting a security interest is excessive in relation to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited benefit afforded to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the Lenders thereby.

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant The Borrower will cause, and will cause each other Loan Party to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purposecause, (ai) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and owned Real Properties (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically excluding owned Real Properties having a value as of the date of acquisition thereof not exceeding $2,500,000 individually or $5,000,000 in the aggregate for all such acceleration excluded owned Real Properties and excluding any Principal Property except to the extent SECTION 6.15(c) would require a valid and perfected Lien on such Principal Property) and personal property (other than Excluded Assets) located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or prepayment the Required Lenders in its or their sole and reasonable discretion, all of its other owned Real Properties (other than any Principal Property except to the extent SECTION 6.15(c) would require a valid and perfected Lien on such Principal Property) and personal property, (iii) all of its leased Real Properties (other than immaterial leased properties or except for properties with respect to which landlord consent for such Mortgage cannot be obtained after commercially reasonable efforts by the Borrower to do so or as are otherwise approved by the Administrative Agent) and (iv) all other assets and properties of the Loan Parties as are not covered by the original Collateral Documents and as may be requested by the Collateral Agent or the Required Lenders in their sole reasonable discretion to be subject at all times to perfected Liens and, in the case of Real Property (whether leased or owned), title insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Collateral Agent shall request in its sole reasonable discretion (collectively, the "ADDITIONAL COLLATERAL DOCUMENTS"). In furtherance of the foregoing terms of this CLAUSE (b), upon the acquisition of any property referred to in the preceding paragraph by any Loan Party, if theretofore prepaidsuch property, in the judgment of the Administrative Agent, shall not already be credited subject to a perfected Lien (prior and superior in right to any other Person other than with respect to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower's expense within 60 days after such acquisition: (i) furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent; (ii) cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties; (iii) cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties; (iv) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in CLAUSES (ii) and (iii) above and as to such obligation other matters as the Administrative Agent may reasonably request; (v) deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, PROVIDED, HOWEVER, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to SECTION 4.01 on the Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Closing Date, a Loan Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent (or if such obligations its agent or bailee) as Collateral hereunder or under any of the Collateral Documents, the Borrower shall have been paid promptly (and in full, refunded any event within ten Business Days after any Responsible Officer of any Loan Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Loan Parties shall adhere to Lessee)the covenants regarding the location of personal property as set forth in the Collateral Documents.

Additional Security. In Subject to subpart (b) below, if any Domestic Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the event that Borrower will promptly notify the Administrative Agent in writing of such event, identifying the property in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Master Lease Agreement Section, and the Domestic Credit Party will, or any Lease entered into will cause such Subsidiary to, within 60 days following written request by the Administrative Agent, grant to the Administrative Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to this Master Lease Agreementthe terms of such security agreements, is not deemed assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Domestic Credit Party shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a true lease under Chapter 2APerfection Certificate, then solely and other related documents as may be reasonably requested by the Administrative Agent in that event connection with the execution, delivery and for that limited purposerecording of any such Additional Security Document or joinder, (a) it all of which documents shall be deemed a security agreement andin form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in that regard, Lessee hereby grants to Lessor a purchase money security interest in respect of any real property acquired by the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates Borrower or any other liabilityDomestic Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, debt, (A) a notification to the Borrower (or other duty applicable Domestic Credit Party) of Lessee and/or its affiliates that fact and (if applicable) notification to Lessor and/or its affiliates, whether now existing the Borrower (or later incurred, matured or unmatured, direct or contingent, applicable Domestic Credit Party) that flood insurance coverage is not available and any renewals, extensions, and substitutions (B) evidence of the same, receipt by the Borrower (or applicable Credit Party) of such notice; and (biii) if such notice is required to be provided to the Borrower (or applicable Credit Party) and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the aggregate Administrative Agent shall have received written confirmation from each of all consideration the Lenders that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, flood insurance due diligence and any excess shall be credited on this note flood insurance compliance has been completed by the holder hereof Lenders (such written confirmation not to be unreasonably conditioned, withheld or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lesseedelayed).

Additional Security. In the event that this Master Lease Agreement or any Lease entered into pursuant Subject to this Master Lease Agreement, is not deemed to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants to Lessor a purchase money security interest in the Equipment, and all accessions, substitutions and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a purchase price (in the aggregate case of all consideration that constitutes interest under applicable law after acquired real property) or fair market value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $10.0 million for any Real Property not covered by a Mortgage, or any personal property that is takennot at the time included in the Collateral and that is not then Excluded Collateral, reservedthe Parent Borrower will promptly (and in any event within 30 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, contracted foridentifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, charged and, upon the request of the Administrative Agent and/or the Collateral Agent, the Credit Party will, or received hereunder will cause such Subsidiary to, within 90 days or under such longer period as the Administrative Agent may agree, following request by the Administrative Agent and/or the Collateral Agent, (i) grant to the Collateral Agent for the benefit of the Secured Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or execute and deliver a joinder to each applicable existing Security Document and (ii) take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected and enforceable Liens on such property. Furthermore, the Parent Borrower or such other agreements or otherwise Credit Party shall cause to be delivered to the Administrative Agent and the Collateral Agent such opinions of local counsel, corporate resolutions, a counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in connection with this Lease shall under no circumstances exceed the maximum amount execution, delivery and recording of interest allowed by applicable lawany such Additional Security Document or joinder, and any excess all of which documents shall be credited on this note by in form and substance reasonably satisfactory to the holder hereof (or if such obligations shall have been paid in full, refunded to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)Administrative Agent and/or Collateral Agent.

Additional Security. (i) The Borrower will, and will cause each of its Subsidiaries which is, or becomes, a Subsidiary Guarantor to cause, all or substantially all personal property (other than any personal property expressly excluded from the definition of “Collateral” in the Security Agreement or any other Collateral Document), to be subject at all times to perfected Liens in favor of the Collateral Agent for the benefit of the Finance Parties pursuant to the Collateral Documents, or such other security agreements, pledge agreements, or similar collateral documents as the Collateral Agent shall reasonably request to create or perfect its Liens on the Collateral (collectively, the “Additional Collateral Documents”). In the event that this Master Lease Agreement any Loan Party acquires any owned Real Property after the Closing Date having a fair market value in excess of […***…], the Borrower agrees to promptly (but in no event later than thirty (30) days after the acquisition thereof) provide the Administrative Agent with written notice of such acquisition, setting forth in reasonable detail the location and a description of the Real Property so acquired. The Borrower or the applicable Subsidiary Guarantor will cause to be delivered to the Collateral Agent with respect to such Real Property, a Mortgage or other appropriate instrument under applicable law sufficient to create a valid first priority Lien (except as otherwise permitted by the definition of Permitted Liens) of record on such Real Property, as well as Surveys, title insurance policies, local counsel opinions, flood insurance certificates, and other customary instruments, certificates and documents, as are in form and substance reasonably requested by the Collateral Agent. Without limiting the generality of the foregoing, the Borrower will cause, and will cause each of its Subsidiaries that is or becomes a Subsidiary Guarantor to cause, 100% of the Equity Interests owned by them of each of their respective direct and indirect Domestic Subsidiaries (other than any Lease entered into (i) CFC Holdco or (ii) any Domestic Subsidiary of a CFC or a CFC Holdco) and, with respect to each Foreign Subsidiary that is a CFC or a CFC Holdco, 65% of each class of Equity Interests entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) directly owned by the Borrower or a Subsidiary Guarantor and 100% of each class of Equity Interests of such CFC or CFC Holdco not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2)) directly owned by the Borrower or a Subsidiary Guarantor, in each case, to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent, subject only to Permitted Liens described in Section 7.02(ii), (iii), (iv), (xv), (xxiv) or (xxv). (i) All such security interests and mortgages shall be granted pursuant to this Master Lease Agreementdocumentation consistent with the Collateral Documents executed on the Closing Date and otherwise reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgage liens subject to no other Liens except for Permitted Liens. The Additional Collateral Documents or instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by law to establish, is not deemed perfect, preserve and protect the Liens in favor of the Collateral Agent required to be a true lease under Chapter 2A, then solely in that event and for that limited purpose, (a) it shall be deemed a security agreement and, in that regard, Lessee hereby grants granted pursuant to Lessor a purchase money security interest in the EquipmentAdditional Collateral Documents, and all accessionsTaxes, substitutions fees and replacements thereto, and all of Lessee’s interest therein, and all proceeds and products thereof to secure Lessee’s prompt payment and performance as and when due of all of Lessee’s obligations and indebtedness to Lessor under this Lease or under any other Master Lease Agreement, Equipment Schedule, Lease or other agreement between Lessee and/or its affiliates and Lessor and/or its affiliates or any other liability, debt, or other duty of Lessee and/or its affiliates to Lessor and/or its affiliates, whether now existing or later incurred, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of the same, and (b) the aggregate of all consideration that constitutes interest under applicable law that is taken, reserved, contracted for, charged or received hereunder or under any other agreements or otherwise charges payable in connection with this Lease shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited on this note by the holder hereof (or if such obligations therewith shall have been paid in full. The Borrower shall cause to be delivered to the Collateral Agent such opinions of counsel, refunded title insurance and other related documents as may be reasonably requested by the Collateral Agent to Lessee ); and in the event of an event of default hereunder, or in the event of any required or Master Lease Agreement Rev. 08-04-2017 Page 12 permitted prepayment, then such consideration assure itself that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for this Section 6.12(b) has been complied with. (ii) Notwithstanding anything contained in this note Section 6.12(b), the Collateral Agent and the Borrower may exclude assets from the Collateral and that the Borrower shall not be required to deliver any Additional Collateral Documents, if, as reasonably determined by the Collateral Agent and the Borrower, the cost of obtaining or otherwise shall be canceled automatically as of perfecting a security interest is excessive in relation to the date of such acceleration or prepayment and, if theretofore prepaid, shall be credited benefit afforded to such obligation (or if such obligations shall have been paid in full, refunded to Lessee)the Finance Parties thereby.