Common use of Collateral Agreements Clause in Contracts

Collateral Agreements. (i) At such time as the Phase I Credit Agreement has been paid in full, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i). (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (ia) At such time as Upon execution and delivery thereof by the Phase I Credit Agreement has been paid in fullparties thereto, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement will be effective to create in favor of the form attached thereto as Annex IAdministrative Agent, (B) take such actions necessary or advisable to grant to the Collateral Agent for the ratable benefit of the Holders a perfected first priority Secured Parties (subject to Liens to as defined in the extent permitted by the Guarantee and Collateral Agreement) ), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Guarantee Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(b) in appropriate form are filed in the offices specified on Schedule 4.15(b), the Collateral Agreement with respect shall, subject to the existence of Permitted Liens, constitute first liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in such Phase I Subsidiary, including Collateral (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code financing statements of the relevant jurisdiction), as security for the Obligations. (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 6.9 will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such jurisdictions Mortgage is located (and/or such other actions as may be required by under the Guarantee relevant local law in respect of foreign mortgages and Collateral Agreement or by law or as may which are to be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agentperformed pursuant to subsection 6.9(d)), deliver such security interests will, subject to the Collateral Agentexistence of Permitted Liens, for the benefit constitute first liens on, and perfected security interests in, all rights, title and interest of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement debtor party thereto in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i)therein. (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (ia) At such time as Upon execution and delivery thereof by the Phase I Credit Agreement has been paid in fullparties thereto, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement will be effective to create in favor of the form attached thereto as Annex IAdministrative Agent, (B) take such actions necessary or advisable to grant to the Collateral Agent for the ratable benefit of the Holders a perfected first priority Secured Parties (subject to Liens to as defined in the extent permitted by the Guarantee and Collateral Agreement) ), a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of Pledged Stock described in the Guarantee Collateral Agreement, when stock certificates representing or constituting such Pledged Stock are delivered to the administrative agent under the First Lien Credit Agreement, as bailee for the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 5.15(b) to the Original Credit Agreement in appropriate form are filed in the offices specified on Schedule 5.15(b) to the Original Credit Agreement, the Collateral Agreement with respect shall, subject to such Phase I Subsidiarythe existence of Permitted Liens, including constitute second liens on, and perfected security interests in, all rights, title and interest of the Credit Parties in the Collateral described therein (except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code financing statements of the relevant jurisdiction), as security for the Obligations. (b) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage delivered pursuant to subsection 7.9 will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions in which the property covered by such jurisdictions Mortgage is located (and/or such other actions as may be required by under the Guarantee relevant local law in respect of foreign mortgages and Collateral Agreement or by law or as may which are to be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agentperformed pursuant to subsection 7.9(d)), deliver such security interests will, subject to the Collateral Agentexistence of Permitted Liens, for the benefit constitute second liens on, and perfected security interests in, all rights, title and interest of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement debtor party thereto in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i)therein. (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (iSubject to clause 5(q) At such time as the Phase I Credit Agreement has been paid in fullhereof, the Company and the Guarantors shall cause each Phase I Subsidiary have furnished to the Initial Purchaser the Collateral Agreements duly executed, and if appropriate, notarized, by the respective parties thereto, together with: (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement proper financing statements, each in the form attached thereto to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created by the Collateral Agreements, covering the Collateral and naming the Collateral Agent as Annex Isecured party, which financing statements shall be so filed on the Closing Date; (B) take such actions proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or advisable to grant to or, in the reasonable opinion of the Collateral Agent Agent, desirable to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agreements; (C) contemplated requests for information and Lien search results, listing all effective financing statements filed as of a recent date in the benefit jurisdictions referred to in Section 9(a)(xii)(A) that name any of the Holders a perfected first priority Company or the Guarantors as debtor, together with copies of such financing statements (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in none of which shall cover the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I SubsidiaryAgreements, including the filing of Uniform Commercial Code other than financing statements which cover Permitted Liens); (D) copies of duly executed UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in such jurisdictions as may be required form and substance reasonably satisfactory to the Initial Purchaser evidencing the release of each item of Collateral and the termination of all Liens thereon (other than Liens created by the Guarantee Indenture and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent Agreements or Permitted Liens), and each such release and termination shall be in full force and effect; (CE) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form bailee letters and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i). (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement)landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by bailees and landlords, the Company or the Guarantors, as appropriate, for delivery to each of the persons specified in the Collateral Agreements as holding Collateral; (F) the stock certificates pledged to the Collateral Agent pursuant to the Collateral Agreements; and (G) any other documents required to be delivered to the Collateral Agent pursuant to the Collateral Agreements and reasonable evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the Liens created by the Collateral Agreements have been taken.

Collateral Agreements. (a) As a condition to the --------------------- Initial Closing only, Seller shall have executed and delivered (i) At such time as the Phase I Credit Master AT&T Lease Agreement has been paid in fullcovering the relevant Sites being transferred to Buyer at the Initial Closing, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in fullMaster AWS Lease Agreement covering the relevant Sites being transferred to Buyer at the Initial Closing, (iii) one or more Ancillary Lease Agreements covering the relevant Sites being transferred to Buyer at the Initial Closing, (iv) a Ground Lease Agreement for each Ground Leased Site being transferred to Buyer at the Initial Closing, (v) a Transition Services Agreement covering the relevant Sites being transferred to Buyer at the Initial Closing, (vi) the Build-to-Suit Agreement, (vii) the Guaranty Agreement, (viii) if applicable, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Master Operating Agreement in the form attached thereto covering any Sites designated at that time by Seller as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties Operated Sites pursuant to Section 8(z)(i3.2(b)(iv), and (ix) if applicable, one or more subleases covering any Sites designated at that time by Seller to be subleased pursuant to Section 3.2(b)(iii). (b) As a condition to each subsequent Closing, Seller shall have executed and delivered (i) an amendment to each of the Master AT&T Lease Agreement, the Master AWS Lease Agreement, the Transition Services Agreement and, if previously entered into, the Master Operating Agreement, in each case, as applicable, to add to the Sites covered thereby any Sites being transferred to Buyer at (or that will become Operated Sites as of) such Closing, (ii) if applicable, one or more Ancillary Lease Agreements covering the relevant Sites being transferred to Buyer at such Closing, (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign SubsidiaryGround Lease Agreement for each Ground Leased Site being transferred to Buyer at such Closing, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Dateif not previously entered into and if applicable, the Company shallMaster Operating Agreement to cover any Sites designated at that time by Seller as Operated Sites pursuant to Section 3.2(b)(iv), and shall cause each Subsidiary Note Party to(v) if applicable, maintain one or more subleases covering any Sites designated at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect that time by Seller to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreementbe subleased pursuant to Section 3.2(b)(iii), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (i) At such time as The Issuers shall have furnished to the Phase I Credit Agreement has been paid in fullInitial Purchasers the Collateral Agreements duly executed by the Issuers, the Company shall cause each Phase I Subsidiary to together with: (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement proper financing statements, each in the form attached thereto to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Collateral Agreements, covering the Collateral and naming the Secured Party as Annex Isecured party, which financing statements shall be so filed on the Closing Date; (B) take such actions proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or advisable desirable in order to grant to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agent Agreements; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the benefit jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the Holders a perfected first priority Issuers as debtor, together with copies of such financing statements (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in none of which shall cover the Collateral described in the Guarantee Collateral Agreements); (D) copies of duly executed payoff letters, UCC-3 termination statements, deeds of trust releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchasers evidencing the release of each item of Collateral Agreement with respect to such Phase I Subsidiary, including and the filing termination of Uniform Commercial Code financing statements in such jurisdictions as may be required all Liens thereon (other than Liens created by the Guarantee Indenture and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent Agreements), and (C) if requested by the Collateral Agenteach such payoff letter, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions release and termination shall be in form full force and substance, and from counsel, reasonably satisfactory to the Collateral Agenteffect. (iiE) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party bailee letters and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i). (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement)landlord waivers, in form and substance reasonably satisfactory to the Initial Purchasers, executed by the Issuers, the Parent Pledgors or E&W, as appropriate, for delivery to each of the persons specified in the Collateral AgentAgreements as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to the Collateral Agreements, together with undated stock powers or endorsements duly executed in blank in connection therewith (or copies thereof to the extent such interests or shares also have been pledged pursuant to the New Senior Credit Facility); (G) deeds of trust, assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchasers, to be recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Collateral Agreements, covering the Collateral, which deeds of trust, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchasers in the Initial Purchasers’ reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Collateral Agreements, subject only to those title matters and exceptions approved by the Initial Purchasers; and (I) any other documents required to be delivered to the Secured Party pursuant to the Collateral Agreements and reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the Collateral Agreements have been taken.

Collateral Agreements. (i) At such time as The Issuers shall have furnished to the Phase I Credit Agreement has been paid in fullInitial Purchaser the Collateral Agreements duly executed by the respective Issuers and Guarantors party thereto, the Company shall cause each Phase I Subsidiary to together with: (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement proper financing statements, each in the form attached thereto to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Collateral Agreements, covering the Collateral and naming the Secured Party as Annex Isecured party, which financing statements shall be so filed on the Closing Date; (B) take such actions proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed necessary or advisable desirable in order to grant to perfect the liens granted on patents, if any, and trademarks, which liens have been created by the Collateral Agent Agreements; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as of a recent date in the benefit jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the Holders a perfected first priority Issuers or Guarantors as debtor, together with copies of such financing statements (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in none of which shall cover the Collateral described in the Guarantee Collateral Agreements); (D) copies of duly executed payoff letters, UCC-3 termination statements, deeds of trust releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchaser evidencing the release of each item of Collateral Agreement with respect to such Phase I Subsidiary, including and the filing termination of Uniform Commercial Code financing statements in such jurisdictions as may be required all Liens thereon (other than Liens created by the Guarantee Indentures and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent Agreements), and (C) if requested by the Collateral Agenteach such payoff letter, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions release and termination shall be in form full force and substance, and from counsel, reasonably satisfactory to the Collateral Agenteffect. (iiE) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party bailee letters and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i). (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement)landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by the Issuers or the appropriate Guarantors for delivery to each of the persons specified in the Collateral AgentAgreements as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to the Collateral Agreements, together with undated stock powers or endorsements duly executed in blank in connection therewith (or copies thereof to the extent such interests or shares also have been pledged pursuant to the Convertible Note Pledge Agreement or the New Senior Credit Facility); (G) deeds of trust, assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchaser, to be recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Collateral Agreements, covering the Collateral, which deeds of trust, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchaser in the Initial Purchaser’s reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the Collateral Agreements, subject only to those title matters and exceptions approved by the Initial Purchaser; and (I) any other documents required to be delivered to the Secured Party pursuant to the Collateral Agreements and reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the Collateral Agreements have been taken.

Collateral Agreements. (a) As a condition to the --------------------- Initial Closing only, Buyer shall have executed and delivered (i) At such time as the Phase I Credit Master AT&T Lease Agreement has been paid in fullcovering the relevant Sites being transferred to Buyer at the Initial Closing, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in fullMaster AWS Lease Agreement covering the relevant Sites being transferred to Buyer at the Initial Closing, (iii) one or more Ancillary Lease Agreements covering the relevant Sites being transferred to Buyer at the Initial Closing, (iv) a Ground Lease Agreement for each Ground Leased Site being transferred to Buyer at the Initial Closing, (v) a Transition Services Agreement covering the relevant Sites being transferred to Buyer at the Initial Closing, (vi) the Build-to-Suit Agreement, (vii) the Guaranty Agreement, (viii) if applicable, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Master Operating Agreement in the form attached thereto covering any Sites designated at that time by Seller as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties Operated Sites pursuant to Section 8(z)(i3.2(b)(iv), and (ix) if applicable, one or more subleases covering any Sites designated at that time by Seller to be subleased pursuant to Section 3.2(b)(iii). (b) As a condition to each subsequent Closing, Buyer shall have executed and delivered (i) an amendment to each of the Master AT&T Lease Agreement, the Master AWS Lease Agreement, the Transition Services Agreement and if previously entered into, the Master Operating Agreement, in each case, as applicable, to add to the Sites covered thereby any Sites being transferred to Buyer at (or that will become Operated Sites as of) such Closing, (ii) if applicable, one or more Ancillary Lease Agreements covering the Sites being transferred to Buyer at such Closing, (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign SubsidiaryGround Lease Agreement for each Ground Leased Site being transferred to Buyer at such Closing, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Dateif not previously entered into and if applicable, the Company shallMaster Operating Agreement to cover any Sites designated at that time by Seller as Operated Sites pursuant to Section 3.2(b)(iv), and shall cause each Subsidiary Note Party to(v) if applicable, maintain one or more subleases covering any Sites designated at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect that time by Seller to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreementbe subleased pursuant to Section 3.2(b)(iii), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (i) At such time as the Phase I Credit Agreement has been paid in fullThe Administrative Agent shall have received counterparts of each Collateral Agreement, the Company shall cause each Phase I Subsidiary to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to duly executed by the Collateral Agent for the benefit and an Authorized Representative of the Holders a perfected first priority relevant Obligor party thereto, together with: (subject to Liens to the extent permitted by the Guarantee and Collateral Agreementa) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, including the filing acknowledgement copies of properly filed Uniform Commercial Code financing statements in (Form UCC-1) or such other evidence of filing as may be acceptable to the Administrative Agent, naming Fairbanks Gold, ▇▇▇▇▇ Creek or Lassen Gold, as the case may be, as debtor, and the Collateral Agent as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of counsel to the Administrative Agent, advisable or desirable to perfect the security interest of the Collateral Agent purported to be granted pursuant to each Collateral Agreement; (b) executed copies of proper Uniform Commercial Code termination statements (Form UCC-3), if any, necessary to release all Liens (except any Liens permitted to be incurred pursuant to Section 7.2.3) and other ------------- rights of any Person: (i) in any collateral purported to be covered by either Collateral Agreement previously granted by any Person; and (ii) securing any of the Indebtedness identified in Item 2 ------ ("Indebtedness to be Paid") of the Disclosure Schedule, ----------------------- together with such other termination statements or similar documents as the Administrative Agent may reasonably request from the relevant Principal Subsidiary; (c) copies of each Counterparty Notice (as defined in and required by the Guarantee Fairbanks Gold/▇▇▇▇▇ Creek Collateral Agreement), duly executed by an Authorized Representative of each such Principal Subsidiary party to such Counterparty Notice and Collateral Agreement or by law or as may be reasonably requested by an authorized signatory of any other Person required to execute such Counterparty Notice; (d) mortgagee's title insurance policies in favor of the Collateral Agent in amounts and (C) if requested in form and substance and issued by the Collateral Agentinsurers, deliver and/or mortgagees' security title opinions addressed to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be Agent in form and substance, and from counsel, each case reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by each Collateral Agreement, insuring or opining, as the case may be, that title to such property is marketable (except as to any unpatented mining claims located on the public domain of the United States or the lands owned by the State of Alaska) and that the interests created by the Collateral Agreements constitute valid, perfected first priority Liens thereon free and clear of all defects and encumbrances other than as permitted to be incurred pursuant to Section 7.2.3 or as approved by the Administrative Agent (or ------------- counsel to the Administrative Agent.), and such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereof; and (iie) At such time as the NEC Notes have been paid in fullevidence that all other filings, the Company shall cause Access DM to (A) become a Subsidiary Note Party instruments, registrations, recordings and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such other actions necessary or in the opinion of counsel to the Administrative Agent, advisable or desirable, in order to grant to create in favor of the Collateral Agent (for the rateable benefit of the Holders Lender Parties) a valid and perfected first first-priority Lien (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement except with respect to Access DM, including the filing priority of Uniform Commercial Code financing statements any Lien referred to in clauses (b) and (l) of Section 7.2.3) ----------- --- ------------- over all of the collateral purported to be covered by each such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent have been taken and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i)are effective. (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. The Collateral Agent shall have received (i) At such time as with a copy for the Phase I Credit Agreement has been paid in full, the Company shall cause each Phase I Subsidiary to Purchasers): (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiary, including the filing appropriately completed copies of Uniform Commercial Code financing statements in such naming the Company or the applicable Guarantor as a debtor and the Collateral Agent as the secured party and providing a sufficient description of the Collateral with respect to which the Company or the applicable Guarantor has purported to grant a security interest, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be required by necessary or, in the Guarantee and Collateral Agreement or by law or as may be reasonably requested by reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements; (B) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than the Liens permitted under the Indenture) of any person in any Collateral described in or subject to any Collateral Agreement previously granted by any person; (C) if requested certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, deliver dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Security Agreement, other than such financing statements that evidence the Liens permitted under the Indenture and other than such financing statements in respect of which a Form UCC 3 termination statement is to be filed on the Closing Date); (D) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; and (E) the Collateral Agent and its counsel shall be satisfied that (i) the Liens granted to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (ii) At such time as the NEC Notes have been paid in full, the Company shall cause Access DM to (A) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest Secured Parties in the Collateral described above is of the priority described in the Guarantee Indenture and Collateral Agreement with respect to Access DM, including the filing Agreements; and (ii) no Lien exists on any of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by described above other than the Collateral Agent, deliver to Liens created in favor of the Collateral Agent, for the benefit of the Holders legal opinions relating Secured Parties, pursuant to any Collateral Agreement, in each case subject to the matters described abovesecurity interests, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to liens or encumbrances permitted under the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i)Indenture. (iii) Upon (A) the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any Subsidiary, or (B) any Subsidiary ceasing to be an Immaterial Subsidiary, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.

Collateral Agreements. (i) At such time as Each of the Phase I Credit Agreement Collateral Agreements (other than the Parent Pledge Agreements, which are addressed in paragraph (f)(ii) below) and the transactions contemplated thereby (including, without limitation the creation, grant, recording and perfection of the Security Interests, the execution and filing of financing statements and the payment of any fees and taxes in connection therewith) have been duly authorized by each of the Issuers which is a party thereto, and each of the Collateral Agreements (other than the Parent Pledge Agreements, which are addressed in paragraph (f)(ii) below) has been paid in full, duly executed and delivered by each of the Company shall cause each Phase I Subsidiary to (A) become Issuers which is a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to party thereto. Each of the Collateral Agent for Agreements is the benefit legal, valid and binding obligation of each of the Holders Issuers which is a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Phase I Subsidiaryparty thereto, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit enforceable against each of the Holders legal opinions relating to the matters described above, which opinions shall be Issuers in form and substance, and from counsel, reasonably satisfactory to the Collateral Agentaccordance with its terms. (ii) At such time as Each of the NEC Notes Parent Pledge Agreements has been duly executed and delivered by each of the Parent Pledgors party thereto, and each of the Parent Pledge Agreements and the transactions contemplated thereby have been paid duly authorized by each of the Parent Pledgors party thereto. Each of the Parent Pledge Agreements is the legal, valid and binding obligation of each of the Parent Pledgors party thereto, enforceable against each of the Parent Pledgors party thereto in fullaccordance with its terms. It is noted for purposes of the opinions set forth in this paragraph (f)(ii) that following the issuance of gaming licenses to the Issuers by the Nevada gaming authorities, the Company shall cause Access DM pledges contemplated by the Parent Pledge Agreements may not continue to (A) become a Subsidiary Note Party and execute and deliver a joinder to be effective until the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (B) take such actions necessary or advisable to grant to the Collateral Agent for the benefit receipt of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Access DM, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; provided that Access DM shall not pledge the capital stock of Christie/AIX prior to the date that the Phase I Subsidiaries become Subsidiary Note Parties pursuant to Section 8(z)(i)requisite Nevada gaming approvals. (iii) Upon (A) The form of each of the formation Deeds of Trust, Assignment of Entitlements and Contracts, and Subordination of Leases is appropriate for creating a lien and filing or acquisition recording in the appropriate Office of any new direct or indirect Subsidiary (other than a Foreign Subsidiarythe County Recorder, a Subsequent Phase Subsidiary or Christie Sub) by the Company or any SubsidiaryRegister of Deeds, or (B) any Subsidiary ceasing to be an Immaterial Subsidiarysimilar official site, the Company shall, within 15 days (which may be extended by up to additional 15 days by the Majority Holders) after such formation or acquisition or such Subsidiary ceasing to be an Immaterial Subsidiary, cause such Subsidiary to (1) become a Subsidiary Note Party and execute and deliver a joinder to the Guarantee and Collateral Agreement in the form attached thereto as Annex I, (2) take such actions necessary or advisable to grant to county where the Collateral Agent for the benefit of the Holders a perfected first priority (subject to Liens to the extent permitted by the Guarantee and Collateral Agreement) security interest in the Collateral real property described in the Guarantee Deed of Trust are located (the “Official Records”), as applicable, and Collateral Agreement with respect to such Subsidiary, including is legally sufficient under the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (3) if requested by the Collateral Agent, deliver to the Collateral Agent, for the benefit laws of the Holders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral AgentState of Nevada. (iv) From after the date which is thirty (30) days after the Issuance Date, the Company shall, and shall cause each Subsidiary Note Party to, maintain at all times all of its cash and Permitted Investments in excess of $250,000 in deposit accounts or securities accounts with respect to which the Collateral Agent has entered into an agreement providing the Collateral Agent “control” over such accounts within the meaning of the Uniform Commercial Code (as defined in the Guarantee and Collateral Agreement), in form and substance reasonably satisfactory to the Collateral Agent.