Common use of Collateral Clause in Contracts

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or its counselany Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Target prior to Collateral Agent (at the Closing Date), to direction of the extent certificated and required Administrative Agent acting reasonably) to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and to perfect such Liens to the other Loan Parties may instead provide guarantees extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Collateral within forty-five Agent (45) Business Days after acting at the Closing Date (subject to extensions to be reasonably agreed upon by direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent any Collateral (including constituting Collateral, the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) date that is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) 120 days after the Closing Date (in each case, subject or such longer period of time as may be agreed to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified Agent in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoreasonable discretion.

Collateral. The Administrative (a) All outstanding Stock of the Borrower directly owned by US Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent (or its counsel) shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Target prior to the Closing Date), to the extent certificated and required Collateral Agent to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and perfect such Liens to the extent any Collateral (including required by, and with the grant or perfection of any security interestpriority required by, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (such Security Document shall have been delivered to the extent available Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to Holdingsany other pledges, security interests or mortgages, except for Liens permitted hereunder. (d) US Holdings and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, Borrower shall deliver to the extent Collateral Agent a completed Perfection Certificate, executed and delivered to by an Authorized Officer of US Holdings by and the Target prior to the Closing Date)Borrower, to the extent certificated and required to be pledged as set out in the Loan Documents, and together with all attachments contemplated thereby. (ye) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement The Guarantee shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoin full force and effect.

Collateral. The Administrative Agent (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or its counselany Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the Borrower or a Subsidiary Guarantor shall, to the extent available exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings) the Pledge Agreement, and the Target Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and its Domestic Subsidiaries instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (iiCollateral consisting of mining properties) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Conversion Date (subject or such longer period of time as may be agreed to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and Agent in its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretosole discretion.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the extent available terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to Holdings) the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) Each Holder, by its acceptance of a Securities, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the Second Lien/ Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral, (ii) authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Collateral Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of Second Lien Obligations and Junior Lien Obligations as set forth in this paragraphthe Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Collateral Agent by the terms of the Collateral Documents and the other Loan Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the Second Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent on behalf of the Secured Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral (including Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the grant existence, genuineness, value or perfection protection of any security interestCollateral, other than for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Second Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing Second Lien Obligations or the Collateral Documents or any delay in doing so. (xe) The Holders agree that the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Collateral Agent shall be entitled to the extent available rights, privileges, protections, immunities, indemnities and benefits provided to Holdingsthe Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Target Collateral Agent to enter into and its Domestic Subsidiaries (in the case perform each of the Target Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its Domestic Subsidiaries, capacities thereunder. (f) If the Issuer (i) Incurs Other Second Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when Second Lien Obligations (other than the Securities) entitled to the extent delivered to Holdings by benefit of the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsSecond Lien/Second Lien Intercreditor Agreement are concurrently retired, and (yii) any delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the security interest Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Second Lien/Second Lien Intercreditor Agreement) in which may be perfected by the filing favor of a UCC financing statement designated agent or representative for entities organized the holders of the Other Second Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the United Statesbenefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not or cannot reasonably be provided on itself the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseCollateral Agent, then the provision of such collateral and perfection therein shall not constitute a condition precedent Issuer will, upon request, deliver to the availability Trustee copies of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all Collateral Documents delivered to the proposed Closing Date specifying its objection theretoCollateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents.

Collateral. The Administrative Agent Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdingsif a Revolving Credit Facility is entered into) and the Target and its Domestic Subsidiaries (in Security Documents. If the case Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Target and its Domestic SubsidiariesIndenture on the terms permitted by the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Indenture, to a Revolving Facility First-Priority Lien on the extent delivered to Holdings by Revolving Facility First-Priority Collateral, and the Target prior holders of the Notes would have a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Closing Date)Indenture, the Security Documents and (if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to the extent certificated terms of the Security Documents (including the provisions providing for the foreclosure and required to be pledged as set out in the Loan Documents, and (iirelease of Collateral) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to Intercreditor Agreement on the terms set forth in this paragraph) on Section 9.07 of the Closing Date Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and the other Loan Parties may instead provide guarantees Indenture, and authorizes and directs the Note Collateral within forty-five (45) Business Days after Agent to enter into the Closing Date (subject to extensions to be reasonably agreed upon by Security Documents and the Administrative Agent)Intercreditor Agreement, and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) perform its obligations and the Target and exercise its Domestic Subsidiaries (rights thereunder in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoaccordance therewith.

Collateral. The Receipt by the Administrative Agent of the following: (or its counseli)(A) shall have received (i) certificates evidencing Equity Interests searches of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (Uniform Commercial Code filings in the case jurisdiction of organization of each Loan Party and each other jurisdiction deemed appropriate by the Target Administrative Agent and its Domestic Subsidiaries(B) tax lien and judgment searches; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the Collateral, to the extent delivered to Holdings required by the Target prior Security Agreement; (iii) all certificates evidencing any certificated Equity Interests pledged to the Closing Date), Administrative Agent pursuant to the extent certificated and required Security Agreement, together with duly executed in blank, undated stock powers attached thereto (provided, that, with respect to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries any Foreign Subsidiary that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged delivered pursuant to this clause (iii), if any such certificates are not available to be delivered as set out in of the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Initial Funding Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expenseso, then the provision delivery of such collateral and perfection therein certificates shall not constitute be a condition precedent to the availability occurrence of the Loans on the Closing Initial Funding Date, but may instead such certificates shall be provided or perfected within ninety required to be delivered to the Administrative Agent no later than thirty (9030) days after following the Closing Initial Funding Date (in each case, subject to extensions to be reasonably or such later date as is agreed upon by the Administrative Agent in its sole discretion)); (iv) to the extent required to be delivered pursuant to the Security Agreement, all instruments, documents and chattel paper in the possession of any Loan Party, together with allonges or assignments as may be necessary to perfect the Administrative Agent). Without limiting ’s security interest therein; (v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the generality appropriate governmental offices; and (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLoan Parties.

Collateral. (a) The Administrative Agent (or its counsel) power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all the Collateral shall have received been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) certificates evidencing Equity Interests any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of wholly-owned Domestic Subsidiaries sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that are Material Subsidiaries shall, upon distribution of Holdings (the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the extent available Noteholders after being appropriately stamped to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and show such partial payment; (ii) copies the Indenture Trustee shall execute and deliver an appropriate instrument of UCC financing statements for entities organized conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the United States. Notwithstanding anything Collateral without recourse, representation or warranty in this Agreement any portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the contraryapplication of any moneys; and (v) The method, it is understood that only Holdingsmanner, the Borrowers time, place and the other Loan Parties organized under the laws terms of any sale of the United States Collateral shall be required to provide guarantees and Collateral commercially reasonable. (subject to the terms vi) Except as set forth in this paragraphSection 5.3(b)(iv) on hereof, none of Silverleaf or its Affiliates may bid for and purchase the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon Timeshare Loans offered for sale by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (xIndenture Trustee in Section 6.16(c)(i) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoabove.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the extent available terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to Holdings) the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) Each Holder, by its acceptance of a Securities, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Collateral Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in this paragraphthe Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Collateral Agent by the terms of the Collateral Documents and the other Loan Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent on behalf of the Secured Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral (including Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the grant existence, genuineness, value or perfection protection of any security interestCollateral, other than for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (xe) The Holders agree that the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Collateral Agent shall be entitled to the extent available rights, privileges, protections, immunities, indemnities and benefits provided to Holdingsthe Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Target Collateral Agent to enter into and its Domestic Subsidiaries (in the case perform each of the Target First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its Domestic Subsidiaries, capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Securities) entitled to the extent delivered to Holdings by benefit of the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsFirst Lien/First Lien Intercreditor Agreement are concurrently retired, and (yii) any delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the security interest Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in which may be perfected by the filing favor of a UCC financing statement designated agent or representative for entities organized the holders of the Other First Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the United Statesbenefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not or cannot reasonably be provided on itself the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseCollateral Agent, then the provision of such collateral and perfection therein shall not constitute a condition precedent Issuer will, upon request, deliver to the availability Trustee copies of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all Collateral Documents delivered to the proposed Closing Date specifying its objection theretoCollateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents.

Collateral. The Administrative (a) All Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent (or its counsel) shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) certificates evidencing Equity Interests Except with respect to intercompany Indebtedness, all evidences of wholly-owned Domestic Subsidiaries Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that are Material Subsidiaries of Holdings (is owing to the extent available Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to Holdings) the Pledge Agreement, and the Target and its Domestic Subsidiaries (Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and blank. (ii) copies All Indebtedness of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers Borrower and each Restricted Subsidiary on the other Loan Parties organized under the laws of the United States Closing Date that is owing to any Credit Party shall be required to provide guarantees evidenced by the Intercompany Note, which shall be executed and Collateral (subject to delivered by Holdings, the terms set forth in this paragraph) Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the other Loan Parties may instead provide guarantees Pledge Agreement, and the Collateral within forty-five (45) Business Days after Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (subject to extensions or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be reasonably agreed upon filed, registered or recorded to create the Liens intended to be created by the Administrative Agent)Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (including other than the grant or pledge and perfection of the security interests (i) in the certificated Capital Stock, if any, of the Borrower and any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-wholly owned Domestic Subsidiaries Restricted Subsidiary that are Material Subsidiaries of Holdings is not an Immaterial Subsidiary (to the extent available to Holdingsrequired by Section 6.2(a)) and the Target and its Domestic Subsidiaries (ii) in the case of the Target and its Domestic Subsidiaries, other assets pursuant to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the which a security interest in which may be perfected by the filing of a UCC financing statement for entities organized in under the United StatesUCC) is not or cannot reasonably be provided on after the Closing Date after Holdings’ Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such collateral and perfection therein Collateral shall not constitute a condition precedent to the availability initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Loans Target or any wholly owned material U.S. restricted subsidiary of the Target not delivered on the Closing Date, but may instead be provided on or perfected within ninety (90) prior to the date that is 5 Business Days after the Closing date, and with respect to any other such Collateral, on or prior to the date that is 90 days after the Closing Date (or, in each case, subject to extensions to such longer period of time as may be reasonably mutually agreed upon by the Administrative Agent). Without limiting Collateral Agent and the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01Borrower, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoacting reasonably.

Collateral. The Administrative Agent New Second Lien Notes Trustee and the Bridge Loan Lenders shall have received: (A) from the Issuers and the Subsidiary Guarantors (as defined below), a counterpart of the collateral agreement and ancillary security documents (in each case in form and substance consistent with the collateral agreement and ancillary security documents with respect to the Bridge Loans and the New Second Lien Notes Indenture attached hereto as Exhibit A, and otherwise reasonably acceptable to the Stone Noteholders and the Bridge Loan Lenders) to be entered into among the Issuers, the Subsidiary Guarantors and the New Second Lien Notes Trustee, as collateral agent (the “Collateral Agreement”); (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the extent required by, and with the priority required by, such security document shall have been delivered to the New Second Lien Notes Trustee for filing, registration or recording and none of the collateral shall be subject to any other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) all Equity Interests (as defined in the Bridge Loan Agreement) of the Co-Issuer and all Equity Interests of each Restricted Subsidiary (as defined in the Bridge Loan Agreement) directly owned by the Issuers or any Subsidiary Guarantor, in each case as of the date hereof, and required to be delivered to the agent under the new reserve-based revolving credit agreement dated on or about the Closing Date (the “Credit Agreement”) pursuant to the terms thereof, shall have been pledged pursuant to the Collateral Agreement and the New Second Lien Notes Trustee (or its counselthe agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement (as defined below)) shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (iD) certificates evidencing Equity Interests the results of wholly-owned Domestic Subsidiaries that are Material Subsidiaries a search of Holdings (the Uniform Commercial Code filings made with respect to the extent available to Holdings) Issuers and the Target and its Domestic Subsidiaries (Subsidiary Guarantors in the case jurisdictions reasonably requested by the New Second Lien Notes Trustee or the Institutional Bridge Loan Lenders and the copies of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon disclosed by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretosearch.

Collateral. The Obligations, Hedging Liability, and Bank Product Liability shall be secured by (a) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor, in all Ownership Interests held by such Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Guarantor in all personal property, fixtures, and real estate, whether now owned or its counsel) shall have received hereafter acquired or arising, and all proceeds thereof, other than Excluded Collateral and other than the real property set forth on Schedule 4.1 attached hereto (collectively, the “▇▇▇▇▇▇▇▇ Properties”); provided, however, that: (i) certificates evidencing Equity Interests the Lien of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent available permitted hereby, shall be subject to Holdingsthe rights of the lessor or lender thereunder, (ii) until a Default or Event of Default exists and thereafter until otherwise required by the Target Administrative Agent or the Required Lenders, Liens on local ▇▇▇▇▇ cash deposit accounts maintained by any Borrower and its Domestic Subsidiaries (in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected, exclusive of Excluded Collateral, shall not exceed $250,000 in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documentsaggregate, and (iiiii) copies until a Default or Event of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it Default has occurred and is understood that only Holdings, the Borrowers continuing and the other Loan Parties organized under the laws of the United States shall be thereafter until otherwise required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)Agent or the Required Lenders, and Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the extent total value of such property at any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (one time not so perfected shall not exceed $1,000,000 in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoaggregate.

Collateral. The Administrative (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent (or its counsel) shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property financing statements, reasonably requested by the Target prior to the Closing Date), to the extent certificated and required Collateral Agent to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and to perfect such Liens to the other Loan Parties may instead provide guarantees extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral within forty-five (45) Business Days after Agent in proper form for filing, registration or recording and none of the Closing Date (Collateral shall be subject to extensions any other pledges, security interests or mortgages, except for Liens permitted hereunder. (d) The Borrower shall deliver to be reasonably agreed upon the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Administrative Agent)Borrower, and together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any Collateral security interest (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and that a lien on the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in under the United StatesUniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot reasonably be provided or perfected on the Closing Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so so, or without undue burden or expense, then the provision creation or perfection of such collateral and perfection therein security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date, Date but may shall instead be required to be delivered or provided or perfected within ninety (90) 90 days after the Closing Date (in each case, subject to extensions to or such later date as may be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Borrower and the Administrative Agent shall have received notice from such Lender prior (with respect to Term Priority Collateral) or the proposed Closing Date specifying its objection theretoABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. The Administrative Agent New Second Lien Notes Trustee and the Stone Noteholders shall have received: (A) from the Issuers and the Subsidiary Guarantors, a counterpart of the Collateral Agreement; (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the extent required by, and with the priority required by, such security document shall have been delivered to the New Second Lien Notes Trustee for filing, registration or recording and none of the collateral shall be subject to any other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) all Equity Interests of the Co-Issuer and all Equity Interests of each Restricted Subsidiary directly owned by the Issuers or any Subsidiary Guarantor, in each case as of the date hereof, and required to be delivered to the agent under the Credit Agreement pursuant to the terms thereof, shall have been pledged pursuant to the Collateral Agreement and the New Second Lien Notes Trustee (or its counselthe agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (iD) certificates evidencing Equity Interests the results of wholly-owned Domestic Subsidiaries that are Material Subsidiaries a search of Holdings (the Uniform Commercial Code filings made with respect to the extent available to Holdings) Issuers and the Target and its Domestic Subsidiaries (Subsidiary Guarantors in the case jurisdictions reasonably requested by the New Second Lien Notes Trustee or the Stone Noteholders and the copies of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon disclosed by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretosearch.

Collateral. The Administrative Agent (a) From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes (other than any Additional Notes) when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests otherwise, interest on the overdue principal of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings and interest (to the extent available to Holdingspermitted by law), if any, on the Notes (other than any Additional Notes) and performance of all other obligations under this Indenture, including the obligations of the Company set forth in Section 7.06, and the Notes (other than any Additional Notes) and the Target Collateral Documents, shall be secured by Liens on the Collateral as provided in this Indenture and its Domestic Subsidiaries (in the case Collateral Documents to which the Company shall become a party to on the date hereof and will be secured by all of the Target and its Domestic Subsidiaries, Collateral pledged pursuant to the extent Collateral Documents hereafter delivered to Holdings as required or permitted by this Indenture and the Target prior to Collateral Documents. The Company, for the Closing Date)benefit of the holders, to hereby appoints Anchorage Digital Bank, N.A., as the extent certificated and required to be pledged as set out in the Loan Documentsinitial Collateral Agent, and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents. Each Holder by its acceptance of any Notes irrevocably consents and agrees to such appointment. (iib) copies Each Holder, by its acceptance of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contraryany Notes, it is understood that only Holdings, the Borrowers consents and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject agrees to the terms of the Collateral Documents (including the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents in accordance therewith, binding such holder to the terms thereof. (c) The Trustee and each holder, by accepting the Notes, acknowledge that, as more fully set forth in this paragraph) on the Closing Date and Collateral Documents, the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to as hereafter constituted shall be reasonably agreed upon held by the Administrative Agent), and to Collateral Agent for the extent any Collateral benefit of all the Holders (including the grant or perfection of any security interest, other than (x) the delivery Holders of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to HoldingsAdditional Notes) and the Target Trustee, and its Domestic Subsidiaries (that the Lien of this Indenture and the Collateral Documents in the case respect of the Target Trustee and its Domestic Subsidiaries, the Holders is subject to the extent delivered to Holdings and qualified and limited in all respects by the Target prior to the Closing Date), to the extent certificated Collateral Documents and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which actions that may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretotaken thereunder.

Collateral. The Administrative Agent (or its counsela) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (All outstanding Capital Stock in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and each Guarantor required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement pursuant to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States Security Documents shall be required to provide guarantees and Collateral have been pledged pursuant thereto; (subject to the terms set forth in this paragraphb) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the certificates representing the Capital Stock in each Guarantor to the extent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, accompanied by undated stock powers, allonges or other appropriate instruments of transfer endorsed in blank; (c) all Uniform Commercial Code financing statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Lender Liens to the extent required by such Security Document shall have been delivered to the Administrative Agent, and shall be in proper form, for filing, registration or recording; (d) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Credit Parties in each such Credit Party’s jurisdiction of incorporation, formation or organization, as applicable and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by any such effective financing statements disclosed thereby are permitted by Section 10.2, have been released or will be released substantially concurrently with the Closing Date or arrangements for such release have been made; (e) the Administrative Agent shall have received a completed perfection certificate dated as of the Closing Date (the “Perfection Certificate”) and signed by an Authorized Officer of the Borrower; provided that in the event any deliverables pursuant to this Section 6.2 or referred to in Section 8.21 or Section 6.2, cannot be delivered on or prior to the proposed Closing Date specifying after commercially reasonable efforts to do so, they shall instead be required promptly after the Closing Date (and in any event within 45 days after the Closing Date plus any extensions granted by the Administrative Agent in its objection theretosole discretion) pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Collateral. (a) The Administrative Agent (due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests otherwise, interest on the overdue principal of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings and interest (to the extent available to Holdings) permitted by law), if any, on the Notes and the Target Note Guarantees and its Domestic Subsidiaries (performance of all other obligations under this Indenture and the Notes and the Note Guarantees and the Collateral Documents, shall be secured by second-priority Liens and security interests, subject to Permitted Liens, as provided in the case Collateral Documents and the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Target Holders and its Domestic Subsidiariesthe Trustee, in each case pursuant to the extent delivered terms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to Holdings execute and deliver the Collateral Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Target prior to Collateral Documents and the Closing Date), to the extent certificated Intercreditor Agreements and required to actions that may be pledged as set out in the Loan Documents, and taken thereunder. (iie) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything stated in this Agreement Indenture to the contrary, it is understood that only Holdingsthe Company, the Borrowers Guarantors, the Trustee, the Collateral Agent and the other Loan Parties organized under Holders agree that the laws of the United States Notes shall not be required to provide guarantees and be secured by the Collateral (subject to until the terms set forth in this paragraph) on the Closing Collateral Due Date and the other Loan Parties may instead provide guarantees Company and Collateral within forty-five (45) Business Days after Guarantors shall not be required to execute any documents evidencing the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant creation or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (interests in the case Collateral for the benefit of the Target and its Domestic Subsidiaries, to Holders until the extent delivered to Holdings by the Target prior to the Closing Collateral Due Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. (e) The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests searches of wholly-owned Domestic Subsidiaries that are Material Subsidiaries Uniform Commercial Code filings or analogous public filings in the jurisdiction of Holdings incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions, (ii) tax lien, judgment and bankruptcy searches and (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lenders in order to perfect the Collateral Agent’s security interest in the intellectual property. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent available constituting Collateral, the Borrower agrees to Holdings) deliver or cause to be delivered such documents and the Target instruments, and its Domestic Subsidiaries (in the case of the Target take or cause to be taken such other actions as may be required to grant and its Domestic Subsidiariesperfect such security interests, to the extent delivered to Holdings by the Target on or prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it date that is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) 120 days after the Closing Date (in each case, subject or such longer period of time as may be agreed to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified Collateral Agent in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretosole discretion.

Collateral. The Receipt by the Administrative Agent of the following: (or its counseli)(A) shall have received (i) certificates evidencing Equity Interests searches of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (Uniform Commercial Code filings in the case jurisdiction of organization of each Loan Party and each other jurisdiction deemed appropriate by the Target Administrative Agent and its Domestic Subsidiaries(B) tax lien and judgment searches; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the Collateral, to the extent delivered to Holdings required by the Target prior Security Agreement; (iii) all certificates evidencing any certificated Equity Interests pledged to the Closing Date), Administrative Agent pursuant to the extent certificated and required Security Agreement, together with duly executed in blank, undated stock powers attached thereto (provided, that, with respect to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries any Foreign Subsidiary that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged delivered pursuant to this clause (iii), if any such certificates are not available to be delivered as set out in of the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Effective Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expenseso, then the provision delivery of such collateral and perfection therein certificates shall not constitute be a condition precedent to the availability occurrence of the Loans on the Closing Effective Date, but may instead such certificates shall be provided or perfected within ninety required to be delivered to the Administrative Agent no later than thirty (9030) days after following the Closing Effective Date (in each case, subject to extensions to be reasonably or such later date as is agreed upon by the Administrative Agent in its sole discretion)); (iv) to the extent required to be delivered pursuant to the Security Agreement, all instruments, documents and chattel paper in the possession of any Loan Party, together with allonges or assignments as may be necessary to perfect the Administrative Agent). Without limiting ’s security interest therein; (v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the generality appropriate governmental offices; and (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Loan Parties

Collateral. (a) The Borrower, as security for the prompt payment and performance of the Secured Obligations when due, hereby assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Issuing Lender a Lien on and a security interest in all assets of the Borrower other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to and under the Regulatory Account and the Administrative Agent Account, including the Borrower’s right, title and interest (now existing or its counselhereafter acquired or arising) shall have received in, to and under the following (collectively, the “Collateral”): (i) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Reinsurance Trustee in such interest; (ii) the Surplus Account, and all Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all certificates evidencing Equity Interests and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant to the Priority of Holdings Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the Securities Account Control Agreement) unless an Event of Default has occurred and is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent available to Holdings) that, such disposition is made, and the Target and its Domestic Subsidiaries proceeds are applied, in accordance with the Priority of Payments; (in the case iii) all rights, if any, of the Target Borrower in (A) all Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (B) all certificates and Instruments, if any, from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Ceding Company in such rights; (iv) any and all of the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents to which it is a party, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (v) all other property or rights delivered or assigned by the Borrower or on its Domestic Subsidiariesbehalf to the Issuing Lender from time to time under this Agreement or otherwise, to secure or guarantee payment of the Secured Obligations; and (vi) to the extent delivered to Holdings by the Target prior to the Closing Date)not covered above, to the extent certificated all products and required to be pledged as set out in the Loan Documentsproceeds of, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contraryall dividends, it is understood that only Holdingscollections, the Borrowers earnings, accruals, and the other Loan Parties organized under the laws payments with respect to, any or all of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoforegoing.

Collateral. (a) The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests Company will cause the Collateral to constitute at all times 100% of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the total number of Holdings (shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the extent available Company at any time whatsoever (provided, that, in addition to Holdings) and the Target and its Domestic Subsidiaries (in the case pledge of non-Voting Stock of an Issuer, not more than 66% of the Target and its Domestic Subsidiaries, to total combined voting power of the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies Voting Stock of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties any Issuer organized under the laws of any jurisdiction outside the United States of America, or on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to provide guarantees be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Company shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Company shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral subject to the terms set forth in of this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)Agreement, and to the extent any Collateral (including the grant or perfection of any security interestand, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless if the Administrative Agent shall have received notice from such Lender prior so request in writing, the Company agrees to execute and deliver to the proposed Closing Date specifying its objection theretoAdministrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Company.

Collateral. The Administrative Agent (Except as limited in Schedule 2.01 attached hereto, the Borrower's obligations hereunder, under the Notes and in respect of any Rate Hedging Obligations entered into with any of the Lenders or its counsel) any Affiliates of any of the Lenders shall have received be secured at all times by: (i) certificates evidencing Equity Interests the unconditional guaranty of wholly-each of the Borrower's Subsidiaries other than Acme Finance, including without limitation each of the Operating Companies, the License Companies and the Holding Companies; (ii) a first priority perfected security interest in and lien upon all presently owned Domestic Subsidiaries that are Material Subsidiaries and hereafter acquired tangible and intangible personal property and fixtures of Holdings each of the Companies, except Acme Finance, including without limitation the Acme Missouri Note Documents, subject only to (A) any prior Liens expressly permitted under this Agreement and (B) the exclusion of any FCC License, except to the extent available to Holdings(if any) that such a security interest is permitted or not prohibited by the Communication Act of 1934, as amended, and the Target rules, regulations and its Domestic Subsidiaries (in the case policies of the Target and its Domestic SubsidiariesFCC (but including, to the maximum extent delivered permitted by law, all rights incident or appurtenant to Holdings any such FCC License, including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by each of the Target Companies, subject only to any prior Liens expressly permitted under this Agreement, together with mortgagee's title insurance policies reasonably acceptable to the Closing Date)Lenders; (iv) first priority perfected collateral assignments of or leasehold mortgages on all real estate leases in which any of the Companies now has or may in the future have an interest and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall reasonably require, together with mortgagee's title insurance policies acceptable to the Agent (except to the extent certificated and required to be pledged as set out in that the Loan DocumentsBorrower, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts efforts, is unable to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability obtain any of the Loans on foregoing and the Closing Dateresult thereof could not reasonably be expected to have a Material Adverse Effect); (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding stock, but may instead be provided partnership, membership or perfected within ninety (90) days after the Closing Date (other ownership interests in each caseof the Borrower's Subsidiaries and all warrants, subject options and other rights to extensions to be reasonably agreed upon by the Administrative Agent). Without purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(ii), a first priority perfected assignment of such of the provisions related Acquisition Documents as the Agent shall require, together with the written consents thereto of the related Seller(s) and its or their Affiliates, as necessary (except to the extent that the Borrower, after the use of commercially reasonable efforts, is unable to obtain any of the foregoing and the result thereof could not reasonably be expected to have a Material Adverse Effect); and (vii) without limiting the generality of Section 9.03(b2.01(a)(ii), first priority perfected collateral assignments of all such construction contracts, management agreements, programming agreements, network affiliation agreements, and other licenses, permits and authorizations (except for purposes licenses and permits issued by the FCC to the extent it is unlawful to grant a security interest in such licenses and permits) and other agreements as the Agent shall reasonably deem necessary to protect the interests of determining compliance the Lenders, together with such third party consents, lien waivers and estoppel certificates as the conditions specified in this Section 4.01Agent shall reasonably require (except to the extent that the Borrower, each Lender that has signed this Agreement shall after the use of commercially reasonable efforts, is unable to obtain any of the foregoing and the result thereof could not reasonably be deemed expected to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect).

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests The due and punctual payment of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) principal of, premium, if any, and interest on the Notes and the Target Guarantees thereof when and its Domestic Subsidiaries (in as the case same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers Issuer and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms Subsidiary Guarantors set forth in this paragraph) on Section 7.07, Section 8.06 and Section 8.07 herein, and in the Closing Date Notes and the other Loan Parties may instead provide guarantees Guarantees and Collateral within fortythe Security Documents, shall be secured by first-five (45) Business Days after the Closing Date (priority Liens and security interests, subject to extensions to be reasonably agreed upon by the Administrative Agent)Permitted Liens, as and to the extent any provided in the Security Documents which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements, as applicable; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents (including collectively, the grant or perfection “Excluded Collateral”). (ii) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, as applicable. (iii) Each Holder, by its acceptance of any security interestNotes and the Guarantees thereof, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (consents and agrees to the extent available to Holdings) terms of the Security Documents and the Target Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements and authorizes and directs the Collateral Agent to perform its Domestic Subsidiaries obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the case Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Target Security Documents in respect of the Trustee and its Domestic Subsidiaries, the Holders contemplated by this Indenture is subject to the extent delivered to Holdings and qualified and limited in all respects by the Target prior to Security Documents and the Closing Date), to the extent certificated Intercreditor Agreements and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which actions that may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretotaken thereunder.

Collateral. The Administrative Agent (or its counsela) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (All outstanding equity interests in the case whatever form of the Target Borrower and its Domestic Subsidiaries, to the extent delivered to Holdings each wholly owned Restricted Subsidiary directly owned by the Target prior to the Closing Date), to the extent certificated or on behalf of any Credit Party and required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge any Equity Interests of any Excluded Pledge Subsidiaries other than 65% of the outstanding voting Equity Interests of any Excluded Pledge Subsidiary described in clause (b)(i) or (c) of the definition thereof held directly by the Parent, the Borrower or any Subsidiary Guarantor) and the Collateral Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Administrative Agent, as set out in applicable, to be filed, registered or recorded to create the Loan DocumentsLiens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Collateral Trustee shall have received title, Lien and judgment searches and other evidence reasonably satisfactory to the contraryAdministrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, it is understood that only Holdings, the Borrowers and the other Loan Parties organized except Liens permitted under the laws of the United States Section 10.02. (c) The Borrower shall be required to provide guarantees and Collateral (subject deliver to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and Trustee amendments to the extent Deposit Account Control Agreements with respect to any Collateral (including Deposit Accounts listed on Schedule 13 to the grant or perfection of any security interest, other than Perfection Certificate that are not (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and Excluded Deposit Accounts nor (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided set forth on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(bSchedule 9.17(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or form and substance reasonably satisfactory to a Lender unless the Administrative Agent and the Collateral Trustee, duly executed by each party thereto; (d) The Borrower shall have received notice from such Lender prior deliver to the proposed Closing Date specifying its objection theretoAdministrative Agent and the Collateral Trustee a completed Perfection Certificate, executed and delivered by a Senior Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. The Administrative (a) Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent (or its counsel) shall have received and the Lenders, (i) certificates evidencing Equity Interests the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of wholly-the Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), regarding the grant of a security interest in assets owned Domestic Subsidiaries that by Debtor and Subsidiary (such assets are Material Subsidiaries of Holdings (referred to herein and in the Security Agreement as the "Collateral") to the extent available Collateral Agent, for the benefit of the Lenders, (ii) Subsidiary will be delivering a Guaranty Agreement (the "Guaranty") to Holdings) the Collateral Agent with Subsidiary guaranteeing the obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and the Target and its Domestic Subsidiaries (all other agreements described in the case of the Target and its Domestic Subsidiariesforegoing agreements (collectively, to the extent delivered to Holdings by the Target prior to the Closing Date"Borrower Documents"), to the extent certificated and required to be pledged as set out in the Loan Documents, and (iiiii) copies of UCC financing statements for entities organized Debtor is issuing the Notes and in the United States. Notwithstanding anything future may issue additional Notes to the Lenders. (b) For purposes solely of perfection of the security interests granted to the Collateral Agent, as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the contrary, it is understood that only Holdings, the Borrowers and the Borrower Documents or any other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant instrument or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement document shall be deemed to have consented to, approved incorporate any term or accepted or provision thereof into this Agreement unless expressly so provided. (c) The Collateral Agent is to distribute in accordance with the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Borrower Documents any proceeds received from the Administrative Agent shall have received notice from such Lender prior Collateral which are distributable to the proposed Closing Date specifying its objection theretoLenders in proportion to their respective interests in the Obligations as defined in the Borrower Documents.

Collateral. The Administrative Agent (or its counselExcept as specified in Schedule 2.01(a) the Borrower's obligations hereunder, under the Notes and in respect of any Rate Hedging Obligations entered into with any Hedging Lenders shall have received be secured at all times by: (i) certificates evidencing Equity Interests the unconditional guaranty of whollyeach of the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, the Letter-owned Domestic Subsidiaries of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)) and the Parent (provided that are Material Subsidiaries of Holdings (the Parent's guaranty shall be non-recourse, except to the extent available of the Collateral required to Holdingsbe provided by the Parent under subparagraph (v) below); (ii) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each of the Borrower and the Target and its Domestic Subsidiaries (in including the case Finance Subsidiaries but excluding the Special Purpose Subsidiary, each Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)), including without limitation any intercompany notes, obligations or agreements, subject only to (A) any prior Permitted Liens and (B) the exclusion of any FCC License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Communications Act of 1934, as amended, and the rules, regulations and policies of the Target and its Domestic SubsidiariesFCC (but including, to the maximum extent delivered permitted by law, all rights incident or appurtenant to Holdings any such FCC License including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by each of the Target Borrower and the Subsidiaries, subject only to any prior Permitted Liens, together with mortgagee's title insurance policies acceptable to the Closing Date)Lenders; (iv) first priority perfected collateral assignments of or leasehold mortgages on all real estate leases in which any of the Borrower and the Subsidiaries now has or may in the future have an interest, subject only to any prior Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall reasonably require, together with mortgagee's title insurance policies acceptable to the extent certificated Agent; (v) a first priority perfected collateral assignment and/or pledge of all of the issued and required to be pledged as set out in outstanding ownership interests of each of the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers Borrower and the Subsidiaries and all warrants, options and other Loan Parties organized under the laws of the United States shall be required rights to provide guarantees and Collateral purchase such ownership interests; (subject to the terms set forth in this paragraphvi) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b2.01(a)(i), for purposes first priority perfected collateral assignments of determining compliance with all NRTC Member Agreements and any other satellite broadcasting distribution agreements as the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from reasonably deem necessary to protect the interests of the Lenders, together with such Lender third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require; (vii) a first priority perfected security interest in the Borrower Collateral Account (as defined in the Parent Term Loan Documents as in effect on the Third Amendment Effective Date), which account shall contain all dividends, distributions, and interest and principal payments paid by the Borrower to the Parent at any time after the Agent has notified the Parent of its election to exercise the Agent's rights under Section 3(b) of the Pledge Agreement, and which security interest shall rank prior to the proposed Closing Date specifying its objection theretosecond-priority security interest in such Borrower Collateral Account in favor of the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt; and (viii) a second priority perfected security interest in all other assets of the Parent (other than those assets in which the Agent is required under this Agreement to have a first priority perfected security interest) that are subject from time to time to any security interest in favor of the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt, which security interest (I) shall be junior to no liens other than the lien in favor of the agent and lenders under the Permitted Parent Term Debt and (II) shall, upon the release or termination of the lien in favor of such agent and lenders, be terminated and released, except that if the foregoing provision would otherwise cause the release of such security interest to occur during the continuance of a Default, such security interest in favor of the Agent for the benefit of the Lenders shall not terminate or be released and shall remain continuously perfected and become a first priority perfected security interest.

Collateral. A. PRe’s obligations under this Agreement are to be fully funded by having PRe place sufficient assets in a Custody Account (“Custody Account”) at CitiBank, or such other institution or with a trustee (the “Custodian”) as is otherwise agreed to by the Parties, which Custody Account will be funded at all times as is necessary to ensure that the obligations of PRe under this Agreement remain fully collateralized. B. The Administrative Agent Custody Account will be held by the Custodian for the sole benefit of PRe and will be used to collateralize Letters of Credit (“LOCs”) and/or set up a trust or its counseltrusts (the “Trust Arrangements”) shall have received required to secure PRe’s obligations pursuant to the Original Policy on the Business Covered under this Agreement. MSRE is expressly authorized to direct that the LOCs or the Trust Arrangements secured by the funds in the Custody Account be used to write the Business Covered in accordance with the terms set out in this Agreement. C. Notwithstanding any other provision of this Agreement, MSRE and PRe agree that any funding provided by PRe pursuant to the provisions of this Agreement may be drawn on at any time and that any such funding will be available to be utilized, by operation of law, by MSRE or any MSRE successor, including without limitation, any liquidator, rehabilitator, receiver, or conservator to: (i) certificates evidencing Equity Interests reimburse MSRE for PRe’s Loss obligations under the terms and provisions of wholly-owned Domestic Subsidiaries this Agreement and the Original Policies that are Material Subsidiaries of Holdings (to the extent available to Holdings) due and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings have not been otherwise paid by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and PRe; (ii) copies make refunds of UCC financing statements for entities organized any sums that are in excess of the actual amount required to pay the PRe’s Loss obligations under the terms of this Agreement; and (iii) pay PRe’s share of any other amounts that are due under this Agreement. D. If the amount so drawn down by MSRE is in excess of the actual amount required to satisfy the requirements of Paragraph A of this Article, then MSRE will immediately return to the Custody Account the excess amount so drawn. All of the foregoing provisions of this Article will be applied without diminution because of insolvency on the part of MSRE or PRe. E. The issuing bank(s) of the LOCs or the trustee in the United StatesTrust Arrangements will have no responsibility whatsoever in connection with the propriety of withdrawals made by MSRE or the disposition of funds withdrawn, except to ensure that any and all withdrawals are made only on the order of properly authorized representatives of MSRE. F. PRe will be responsible for all costs, disbursements, and expenses that are directly associated with the LOCs, the Trust Arrangements, and the Custody Account. Notwithstanding anything Upon termination of this Agreement, the amounts in the Custody Account will be adjusted quarterly for the business written under the terms of this Agreement until all of the liabilities of PRe are extinguished, at which point any remaining amounts in the Custody Account will be returned to the contrary, it is understood that only Holdings, the Borrowers PRe and the other Loan Parties organized under LOCs and/or the laws of the United States shall Trust Arrangements will be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretocancelled.

Collateral. 4.10.1. The Administrative Agent (or its counsel) Debentures shall have received be guaranteed by fiduciary assignment (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries all receivables, which shall be free from any lien or encumbrance after verification of Holdings (the condition precedent pursuant to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case provisions of the Target Fiduciary Assignment Agreement, as defined below, resulting from transactions conducted by holders of credit and/or debit cards of the brands VISA or AMERICAN EXPRESS, as means of payment for the acquisition of goods in business establishments of the Company; and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and of (ii) copies of UCC financing statements for entities organized escrow account held with bank No. 237, Banco Bradesco S.A., which shall be opened in accordance with the terms and conditions set forth in the United States. Notwithstanding anything in this “Fiduciary Assignment Agreement of Credit Rights (Receivables) Under Condition Precedent and Other Covenants”, to the contrarybe executed between Issuer, it is understood that only Holdings, the Borrowers as Assignor and the other Loan Parties organized under Debentureholders represented by the laws Trustee, as assignees, (“Fiduciary Assignment” or “Guarantee” and “Fiduciary Assignment Agreement”, respectively). The Fiduciary Assignment Agreement shall contemplate that the portion of the United States shall assigned credit rights that exceeds the minimum amount, equivalent to fifty percent (50%) of the balance of the Unit Par Value of the Debentures plus the respective Conventional Interest and the Default Charges and Fine, as applicable, may be required to provide guarantees and Collateral (used and/or encumbered by Issuer in transactions with the Debentureholders and/or with the respective operator of the card(s), subject to the terms limits and procedures established in said Fiduciary Assignment Agreement and provided all obligations of this Issue are complied with and no event of early maturity has occurred pursuant to the provisions of this Debenture Deed and/or of the Fiduciary Assignment Agreement. 4.10.2. The Fiduciary Assignment Agreement shall be presented for registration, at the expenses of Issuer, in the competent Notary Publics, it being understood that proof of such registration shall occur within up to twenty-five (25) days as from the date of execution of this Deed or until the Subscription Date, whichever is earlier. 4.10.3. If Issuer fails to comply with the obligation set forth in Section 4.10.2 above, the Trustee is hereby irreversibly and irrevocably authorized and granted all powers to promote said registration, in the name of Issuer, as its attorney-in-fact, it being understood that Issuer shall reimburse all expenses, pursuant to the provisions of this paragraph) on Deed and of the Closing Date Fiduciary Assignment Agreement. 4.10.4. In case it is necessary to replace the Guarantee, Issuer is authorized to replace it for other assets or rights owned by Issuer and/or third parties, as the case may be, and of the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon same or of a different nature than those offered as guarantee, provided this is previously approved by the Administrative AgentDebentureholders in a Debentureholders Meeting (“Guarantee Replacement”), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). 4.10.5. Without limiting the generality For purposes of the provisions of Section 9.03(b)article 70 of the Corporation Law, for purposes of determining compliance Trustee hereby agrees with the conditions specified Guarantee Replacement, provided it is previously approved by the Debentureholders in a Debentureholders Meeting pursuant to the provisions of Section 4.10.4. 4.10.6. If the Guarantee Replacement is not made pursuant to the provisions and within the terms determined in this Section 4.01Deed and in the Guarantee, each Lender that has signed this Agreement the early maturity of the Debentures shall be deemed to have consented todeclared, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior pursuant to the proposed Closing Date specifying its objection theretoprovisions of Section 5.3 (xiv) below. 4.10.7. Upon execution of the Guarantee, subject to the requirements for formalization and creation of the guarantees set forth in these instruments, the Guarantee shall be irrevocably and irreversibly formalized in favor of the Debentureholders, represented by Trustee, to guarantee the due, timely and full payment of the principal and ancillary obligations of Issuer, pursuant to the provisions of this Deed.

Collateral. The Administrative Each of the Loan Parties hereby reaffirms each of the provisions set forth in Section 5.26 of the Existing Credit Agreement. This Agreement and the Other Documents are effective to create (and, with respect to the Other Documents executed and delivered on the Original Closing Date, have created) in favor of the Agent for the ratable benefit of the Lenders a legal, valid and enforceable security interest in the Collateral (or its counselas defined herein and therein), and (a) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings to the extent UCC financing statements in appropriate form were filed in the appropriate filing offices prior to the date hereof, the Other Documents executed and delivered on the Original Closing Date constitute a fully perfected Lien (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which such Lien may be perfected by the filing of a UCC financing statement for entities organized statement) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to the Permitted Encumbrances and (b) when UCC financing statements in appropriate form are filed in the United States) is not or cannot reasonably be provided appropriate filing offices, this Agreement and the Other Documents executed and delivered on the Closing Restatement Effective Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent fully perfected Lien (to the availability extent that such Lien may be perfected by the filing of a UCC financing statement) on, and security interest in, all right, title and interest of the Loans on the Closing Dategrantors thereunder in such Collateral, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each casecase prior and superior in right to any other Person, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance other than with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior respect to the proposed Closing Date specifying its objection theretoPermitted Encumbrances.

Collateral. 6. The Administrative Agent Obligor(s) represent(s) that it is his/their intention to pledge and hereby pledges the deposits as specified in the Schedule of pledged deposits hereto (hereinafter referred to as “Deposits”) in favor of the Bank to secure repayment by the Obligor(s), to the Bank, of the Overdraft Facility outstanding from time to time and payment of interest and all other amount payable by the Obligor(s) hereunder. 7. The amount of the Overdraft Facility shall depend on the value of the Deposits which are the subject matter of the pledge this Agreement (as mentioned in the Schedule or its counselthe Supplementary Schedules hereto) at the time of the grant of the Overdraft Facility, margin requirements and other internal Bank policies.. 8. The overdraft facility is the maximum limit beyond which, the obligor (s) cannot draw. The Overdraft Facility so sanctioned/ granted / agreed to be granted by the Bank shall depend on the value of the Deposits under pledge The margin requirements applicable may be applied at an account level or at an individual security level, and may be different across accounts and across deposits. 9. The Obligor(s) undertake(s) that being the present beneficial owner(s) of the Deposits held in the deposit account, the Obligor(s) shall have received (ifollow the Regulations/ Law for creating pledge of the Deposits in favour of the Bank. 10. This deposit shall be held by you as security for the Facility and shall be applied against any other indebtedness or liability of the undersigned which is existing or hereafter arises; which may be direct or contingent, due or may become due, to you or to any of your affiliates or subsidiaries, or to any of your or their offices, branches, or agents. 11. The Obligor(s) certificates evidencing Equity Interests acknowledge(s) and confirm(s) that the Bank shall hold the pledge over the Deposits in accordance with the terms of wholly-owned Domestic Subsidiaries this agreement, The Obligor(s) undertake(s) that being the present owner(s) of the other deposits not held in the Deposit account, the procedure prescribed by the respective issuers / other intermediaries or agencies appointed by him/them on his/their behalf shall be followed to create the pledge in favor of the Bank.. 12. The Deposits that are Material Subsidiaries pledged / charged / assigned shall be valued at regular intervals. The interval may be intraday / daily / weekly / fortnightly or such other frequency as the Bank may decide from time to time. The Facility shall accordingly be revised upwards or downwards based on the valuation and the margin requirements as may be applicable from time to time. The Bank‟s decision on the valuation of Holdings (to the extent available to HoldingsDeposits shall be binding on the Obligor(s) and the Target Obligor hereby undertakes not to raise any claims/demands/disputes in this regard. 13. The Obligor(s) agree(s) that any accretion to the said deposits by way of, interest credit, and other benefits from time to time accruing in respect of the said Deposits or any part thereof shall be deemed to be pledged with the Bank and that the parties agree that there is no need for signing any additional supplementary pledge in this respect. However, the Borrower and the Third Party Pledgor(s) agree to execute/sign all such other documents / forms / letters as may be deemed necessary by the Bank for this purpose. 14. If any of the Deposits are to be withdrawn from the pledge created in favor of the Bank or in case any fresh deposits are pledged in addition to existing Deposits or in substitution of any Deposits withdrawn, the procedure under Regulations shall be followed. 15. The list of Deposits accepted as collateral, valuation of the deposits, margin requirements and the amount of the Overdraft Facility may change from time to time and that the same shall be the exclusive decision of the Bank and shall be binding on the Obligor(s). The amount of the Overdraft Facility disbursed is repayable unconditionally on demand without any demur or protest at the Bank‟s absolute discretion. The Bank may, at its Domestic Subsidiaries sole discretion, permit the Obligor(s) to provide new deposits at the same, or at different “loan to value” (hereinafter referred to as “LTV”) ratios, from time to time. 16. Notwithstanding anything contained in this Agreement, the Borrower(s) hereby pledges and shall be deemed to have pledged forthwith upon issue of the Deposits (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged those deposits which have not so far been issued) as set out in the Loan Documents, and (ii) copies of UCC financing statements security for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws repayment of the United States Overdraft Facility along with interest and other amounts payable hereunder. The Borrower(s) hereby records that the evidences, passbooks or any other document evidencing the right, title and interest of the Borrower(s) as the holder of the Deposits shall be required to provide guarantees deposited and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented tobeen deposited by the Borrower(s) as having been given upon the occasion of the deposit of the Deposits as marketable deposits as and by way of security by way of pledge for repayment of the Overdraft Facility and this instrument accordingly. 17. It is hereby agreed that the Obligor(s) shall always maintain such a margin of Security as prescribed by the Bank from time to time, approved however, that at no time the aggregate outstanding amount of the Overdraft Facility, interest and other amounts payable shall exceed the value of the Deposits and such margin. In the event the aggregate outstanding amount of the Overdraft Facility and other amounts payable by the Obligor(s) exceed the value of the Deposits and the margin, the Obligor(s) shall jointly and severally provide additional or accepted further deposits so as to ensure that the minimum margin of security is as required by the Bank and/or the regulations prescribed by the Reserve Bank of India and/or any other law(s). If such additional or further deposit is not provided, the Obligor(s) shall repay such amount that exceeds such margin and in the event of any of them failing to do so, whether or not any notice has been issued by the Bank, the Bank shall have the right to liquidate the deposits as aforesaid and adjust the proceeds towards the outstanding overdraft amount in the account. And further that in the event of any default of any of the terms and conditions of the Overdraft Facility including failure to maintain the minimum margin of Deposits, as aforesaid, the Bank shall have the right to liquidate the Deposits without any consent of the Obligor(s), but with a notice to the Primary Borrower to liquidate the deposit Such demand for the replenishment of the margin may be satisfied withmade by the Bank or any third party appointed by the Bank either by phone, each document fax, email, SMS, telegram or by letter in writing to any of the Borrowers/Obligor(s)/Guarantors and irrespective as to whether or not it may have been signed on behalf of the Bank, and the notice so given shall be binding upon and valid against all the Obligor(s). 18. The pledged Deposits would be a continuing security to the Bank for all monies which are due from the Obligor(s). It is declared by the Obligor(s) that the said Deposits are free from any charge and that the Obligor(s) hereby undertake(s) to keep them and ensure that the same remains as such during the time said Deposits are pledged with the Bank. 19. Any change in the Deposits hereby pledged may be effected by the execution of one or more Supplementary Schedule(s). Such Supplementary Schedule(s) shall be form a part and parcel of this Agreement and shall not require execution of a fresh agreement amongst the Parties hereto. Such change in the Supplementary Schedule(s) shall, inter alia, include withdrawal of existing Deposits, substitution or lodgement of fresh or other matter required thereunder to deposits, addition of further Deposits, etc. Such withdrawal may be consented of any of the Deposits pledged, whether belonging to or approved held in the name of the Borrower(s) or Third Party Pledgor(s) / Guarantor(s). Such withdrawal may be done by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Borrower(s) alone (by instructions given by the Borrower(s) in writing) even if any of such Lender prior Deposits belong to the proposed Closing Date specifying its objection theretoThird Party Pledgor(s) /Guarantor(s) and the Third Party Pledgor(s) / Guarantor(s) hereby agree(s) that a withdrawal as aforesaid shall be deemed to have been done with the consent and concurrence of such Third Party Pledgor(s) / Guarantor(s) and that the Bank shall be entitled to act in accordance with such instructions from the Borrower(s). 20. Without prejudice to any provision/clauses mentioned above, the occurrence of any of the following events (“Event of Default”) shall, without limitation and without prejudice to any other events described as Event of Default or otherwise specified under this Agreement, qualify as an Event of Default, and at the option of the Bank, the Bank shall be entitled to give notice to the Borrower(s) declaring that all sums of principal interest, costs, charges and expenses and other sums remaining outstanding hereunder are due and payable and upon such declaration, the same shall become due the payable forthwith, notwithstanding anything to the contrary in this Agreement or in any other agreement(s) or instruments. Further, the occurrence of an Event of Default shall entitle the Bank forthwith to enforce the security of pledge / hypothecation including the exercise of the right to liquidate/realize or otherwise encash the Deposits:-

Collateral. The Cause (x) all present and future Equity Interests now or hereafter owned by the Parent Guarantor, the Borrower and each present and future Material Subsidiary and (y) all other material tangible and intangible property, other than Excluded Property, now or hereafter owned by the Parent, the Borrower and each present and future respective Material Subsidiary, to be subject at all times to perfected First Priority Liens in favor of the Administrative Agent (or its counsel) to secure the Secured Obligations pursuant to the terms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall have received not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) certificates evidencing No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in Section 6.11(c) with respect to Material Real Property as therein described, provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (ii) Control agreements will not be required with respect to deposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (a Joint Venture will not be required for so long as and to the extent available to Holdingsthat the Joint Venture Organization Documents prohibit such pledge, and a Lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not a Wholly Owned Subsidiary and the Target and its Domestic Subsidiaries Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and ii) such Equity Interests are required to be pledged as set out in the Loan Documents, and to secure debt of such Unrestricted Subsidiary (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it or its parent company that is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdingsan Unrestricted Subsidiary) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision terms of such other pledge prohibit a lien to secure the Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral and for which perfection therein shall of Liens would require taking possession of, or noting Liens on, a certificate of title, Liens on such assets need not constitute a condition precedent to the availability be perfected; (v) Liens on assets will not be required, and/or perfection of the Loans on the Closing DateLiens will not be required, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless circumstances where the Administrative Agent shall have received notice from and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a Lien on such Lender prior assets is materially disproportionate in relation to the proposed Closing Date specifying its objection theretobenefit to the Secured Parties afforded thereby.

Collateral. The Administrative Agent Except with respect to (or its counsela) shall have received Liens on equipment constituting fixtures, (ib) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws any reserved rights of the United States shall be government as required to provide guarantees under Law, (c) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses (as such terms are defined in the Guarantee and Collateral (subject to the terms set forth in this paragraphAgreement) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral that (including the grant or perfection of any security interest, other than (xi) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that such Liens are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be not otherwise perfected by the filing of a UCC financing statement for entities organized statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United StatesStates Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the Company and its Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts Receivable on which the United States of America or any department, agency, or instrumentality thereof is not the obligor, (g) Liens on Proceeds of Accounts Receivable and Inventory, and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or cannot reasonably be provided return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Co-Agents by the Company and its Subsidiaries on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expensein the jurisdictions listed on Schedule 5.24 hereto (which financing statements are in proper form for filing in such jurisdictions), then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability recording of the Loans on Mortgages and the Closing Date, but may instead be provided or perfected within ninety recording of the Patent and Trademark Security Agreement (90) days and the making of filings after the Closing Date (in each caseany other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, subject to extensions to be reasonably agreed upon by and continuing possession by, the Administrative Agent). Without limiting , as agent for the generality Purchasers and the holders of the provisions Senior Loans, of Section 9.03(ball Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and to the extent provided therein perfected security interests in the collateral referred to in such Security Documents (but as to the Copyrights and the Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Co-Agents for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Document), which Liens will be prior to all other Liens of all other Persons, except for purposes Liens in favor of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior and holders of the Senior Loans pursuant to the proposed Closing Date specifying its objection theretoSenior Credit Documents, and which Liens are enforceable as such as against all other Persons (except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction and except to the extent that recording of an assignment or other transfer of title to the Purchasers in the United States Patent and Trademark Office may be necessary for such enforceability), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Collateral. The Liens granted to Administrative Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral a valid lien, subject, with respect to any proceeds, to the limitations set forth in Section 9-315 of the UCC and (b) constitute as to the Mortgaged Property included in the Collateral a valid Lien on the Mortgaged Property; provided, however, that the Non-Material Real Property Interests shall be subject to the Real Property Standard for purposes of this Section 4.24(b). The security interest granted to Administrative Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property (other than the Operating Accounts and all amounts deposited therein or its counselcredited thereto) shall have received will be perfected (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries with respect to any property that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiariescan be perfected solely by filing, to the extent delivered Article 9 of the UCC applies thereto, upon the filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to Holdings any property that can be perfected by control (subject to Section 6.14), upon execution of the Target Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Administrative Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the Closing Date)rights of all third Persons now existing or hereafter arising whether by way of mortgage, Lien, security interests, encumbrance, assignment or otherwise, except (A) with respect to the Collateral described in clause (i) of this Section 4.24, the Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens" and, to the extent certificated required by Governmental Rule, those matters described in clauses (b), (c) and required (g) of the definition of "Permitted Liens" and (B) with respect to be pledged as set out the Collateral described in the Loan Documents, and clauses (ii) copies and (iii) of UCC financing statements for entities organized this Section 4.24, the Permitted Liens described in clause (a) of the United States. Notwithstanding anything in this Agreement definition of "Permitted Liens" and, to the contraryextent required by Governmental Rule, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws those matters described in clause (b) of the United States shall be required to provide guarantees and Collateral (subject definition of "Permitted Liens". Except to the terms set forth extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's rights in this paragraph) and to the Collateral in existence on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent Administrative Agent's security interest can be perfected by filing, including any Collateral (including recording, filing, registration, giving of notice or other similar action; provided, however, that the grant Non-Material Real Property Interests shall be subject to the Real Property Standard for purposes of this sentence. Subject to the requirements contained in the UCC with respect to the filing of continuation statements, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of any security the interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case title or Liens of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Collateral Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so all such filings or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent recordings will have been made to the availability extent Administrative Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Administrative Agent or Depositary Agent all Collateral that permits perfection of the Loans on the Closing Date, but may instead be provided Lien and security interest described above by possession or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretocontrol.

Collateral. (a) The Borrower, as security for the prompt payment and performance of the Secured Obligations when due, hereby assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Issuing Lender a Lien on and a security interest in all assets of the Borrower other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to and under the Regulatory Account and the Administrative Agent Account, including the Borrower’s right, title and interest (now existing or its counselhereafter acquired or arising) shall have received in, to and under the following (collectively, the “Collateral”): (i) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Reinsurance Trustee in such interest; (ii) the Surplus Account, and all Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all certificates evidencing Equity Interests and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant tothe Priority of Holdings Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the Securities Account Control Agreement) unless an Event of Default has occurred and is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent available to Holdings) that, such disposition is made, and the Target and its Domestic Subsidiaries proceeds are applied, in accordance with the Priority of Payments; (in the case iii) all rights, if any, of the Target Borrower in (A) all Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (B) all certificates and Instruments, if any, from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Ceding Company in such rights; (iv) any and all of the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (v) all other property or rights delivered or assigned by the Borrower or on its Domestic Subsidiariesbehalf to the Issuing Lender from time to time under this Agreement or otherwise, to secure or guarantee payment of the Secured Obligations; and (vi) to the extent delivered to Holdings by the Target prior to the Closing Date)not covered above, to the extent certificated all products and required to be pledged as set out in the Loan Documentsproceeds of, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contraryall dividends, it is understood that only Holdingscollections, the Borrowers earnings, accruals, and the other Loan Parties organized under the laws payments with respect to, any or all of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoforegoing.

Collateral. The Administrative Agent due and punctual payment of the principal of, interest on and other amounts (if any) owing in respect of, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or its counselotherwise, and interest on the overdue principal of, interest on and other amounts (if any) shall have received (i) certificates evidencing Equity Interests owing in respect of, the Notes and performance of wholly-owned Domestic Subsidiaries that are Material Subsidiaries all other obligations of Holdings (Funding Corp. to the extent available to Holdings) Holders of Notes or the Trustee under this Indenture and the Target Notes, according to the terms hereunder or thereunder, are secured by the Indenture Collateral as provided in this Indenture and its Domestic Subsidiaries (in the case Security Documents, each of which has been entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each of the Target Security Documents (including, without limitation, the provisions providing for foreclosure and release of Indenture Collateral), as each may be in effect or may be amended from time to time in accordance with its Domestic Subsidiariesterms, and authorizes and directs the Collateral Agent to enter into each of the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Funding Corp. shall deliver to the extent Trustee copies of all documents delivered to Holdings by the Target prior Collateral Agent pursuant to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Security Documents, and (ii) copies will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Security Documents, to assure and confirm to the contrary, it is understood that only Holdings, the Borrowers Trustee and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral Agent the security interest in which may be perfected the Indenture Collateral contemplated hereby and by the filing Security Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of a UCC financing statement for entities organized in this Indenture and of the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseNotes secured hereby, then the provision of such collateral and perfection therein shall not constitute a condition precedent according to the availability intent and purposes herein expressed. Funding Corp. shall take upon request of the Loans Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of Funding Corp. hereunder and under the Notes, a valid and enforceable perfected first priority Lien in and on all the Closing DateIndenture Collateral, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality favor of the provisions of Section 9.03(b)Collateral Agent or the Trustee, as the case may be, for purposes the benefit of determining compliance with the conditions specified in this Section 4.01Holders of Notes, each Lender that has signed this Agreement shall be deemed superior to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender and prior to the proposed Closing Date specifying its objection theretorights of all third Persons and subject to no other Liens other than Permitted Liens.

Collateral. (a) The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests Parent will cause the Collateral to constitute at all times 100% of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the total number of Holdings (shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the extent available Parent at any time whatsoever (provided, that, in addition to Holdings) and the Target and its Domestic Subsidiaries (in the case pledge of non-Voting Stock of an Issuer, not more than 66% of the Target and its Domestic Subsidiaries, to total combined voting power of the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies Voting Stock of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to provide guarantees be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Parent shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Parent agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Parent or cause to be executed and delivered to the Parent all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Parent may reasonably request for the purpose of enabling the Parent to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Parent shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Parent shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments by the Parent permitted pursuant to the penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral subject to the terms set forth in of this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)Agreement, and to the extent any Collateral (including the grant or perfection of any security interestand, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless if the Administrative Agent shall have received notice from such Lender prior so request in writing, the Parent agrees to execute and deliver to the proposed Closing Date specifying its objection theretoAdministrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Parent (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Parent.

Collateral. The Administrative Agent Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of each Loan Party in all of its accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, and other personal Property (other than the Excluded Property), whether now owned or its counsel) shall have received hereafter acquired or arising, and all proceeds thereof; provided, that: (i) certificates evidencing Equity Interests until an Event of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) Default has occurred and the Target is continuing and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings thereafter until otherwise required by the Target prior to Administrative Agent or the Closing Date)Required Lenders, to Liens on the extent certificated Excluded Depository Accounts need not be perfected, (ii) until an Event of Default has occurred and is continuing and thereafter until otherwise required to by the Administrative Agent or the Required Lenders, Liens on the Excluded Vehicles need not be pledged as set out in the Loan Documentsperfected, and (iiiii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall not be required to provide guarantees and Collateral pledge the stock or other equity interests issued by (subject a) the Vietnamese Subsidiary under the local laws of Vietnam or (b) in the event that Administrative Agent shall determine in its sole discretion that the costs of obtaining such pledge are excessive in relation to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case value of the Target and its Domestic Subsidiariessecurity afforded thereby, to any other Foreign Subsidiary under the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision local laws of such collateral and perfection therein shall not constitute a condition precedent to the availability Foreign Subsidiary’s jurisdiction of the Loans on the Closing Dateorganization, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject so long as the Vietnamese Subsidiary or such other Foreign Subsidiary, as applicable, is not a Material Subsidiary. Each of the Borrowers and each of the Guarantors acknowledges and agrees that the Liens on the Collateral shall be granted to extensions the Administrative Agent for the benefit of the holders of the Obligations and shall be valid and perfected first priority Liens subject, however, to be reasonably agreed upon the proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance satisfactory to the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent (or its counsela) Iridium LLC will cause to be pledged hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have received (i) certificates evidencing Equity Interests occurred and be continuing, Iridium LLC shall have the right to exercise all voting, consensual and other powers of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (ownership pertaining to the extent available Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to Holdings) herein or therein; and the Target Collateral Agent shall execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be paid by the Company to Iridium LLC in its Domestic Subsidiaries (capacity as a member of the Company, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of Iridium LLC and forthwith turn over the same to the Collateral Agent in the case exact form received by Iridium LLC for deposit into the appropriate Account pursuant to the Depositary Agreement. (d) Without limiting any other rights of the Target and its Domestic Subsidiaries, Collateral Agent under this Agreement (but subject to the extent delivered to Holdings by the Target prior to the Closing Datesecond paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Collateral Agent may (but shall not be obligated to) make a demand for payment in respect of the Reserve Capital Call Obligations in accordance with Section 4.02 of the Iridium LLC Agreement, without notice to the extent certificated and or consent from or any other action required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon taken by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoIridium LLC.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the extent available terms hereunder or thereunder, and all other obligations of the Secured Guarantors to Holdings) the Holders or the Trustee under the Note Documents are secured as provided in the Notes Collateral Documents which the Secured Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Notes Collateral Documents hereafter delivered as required by this Indenture. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Notes Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Notes Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized that may be necessary to continue the effectiveness of such UCC financing statements) as are required by the Notes Collateral Documents to maintain (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Notes Collateral Documents in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms of the Intercreditor Agreements and the Notes Collateral Documents) as a perfected security interest to the extent perfection is required by the Notes Collateral Documents and within the time frames set forth therein, subject only to Permitted Liens, subject to the priority required by the Intercreditor Agreement, and the other Notes Collateral Documents. (b) Each Holder, by its acceptance of a Note, (i) consents and agrees to the terms of each Notes Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Notes Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Notes Collateral Documents, (iii) authorizes the Issuer to appoint the Notes Collateral Agent to act on behalf of the Secured Parties as the Notes Collateral Agent under this Indenture and the Notes Collateral Documents, (iv) authorizes and directs the Notes Collateral Agent (or any Bailee Collateral Agent) to enter into the Notes Collateral Documents to which it is or becomes a party and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Notes Collateral Agent (or any Bailee Collateral Agent) to bind the Holders and other holders of First Lien Obligations as set forth in this paragraphthe Notes Collateral Documents to which the Notes Collateral Agent (or any Bailee Collateral Agent) is a party and (vi) authorizes the Trustee to authorize the Notes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date and the other Loan Parties may instead provide guarantees and Notes Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon Agent by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case terms of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Notes Collateral Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), including for purposes of determining compliance acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the conditions specified in this Section 4.01foregoing, each Lender that has signed this Agreement no such consent shall be deemed or construed to have consented torepresent an amendment or waiver, approved in whole or accepted in part, of any provision of this Indenture or the be satisfied withNotes. The foregoing will not limit the right the Issuer or any Restricted Subsidiary to amend, each document waive or other matter required thereunder otherwise modify the Notes Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to be consented to take any action which would materially adversely affect or approved by or acceptable or satisfactory to a Lender unless impair the Administrative Liens in favor of the Notes Collateral Agent shall have received notice from such Lender prior and the holders of the Notes with respect to the proposed Closing Date specifying its objection theretoCollateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) Obligations and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral Hedge Obligations (subject to the terms provisions set forth in this paragraphthe definition of Security Documents) shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders on the Closing Date Collateral, pursuant to the terms of the Security Documents, and in each case subject to Permitted Liens. If Borrower enters into any interest rate agreements or hedging agreements which are in any manner related to the other Loan Parties may instead provide guarantees Loans or the Facility, Borrower agrees to assign the same to Agent, for the benefit of the Lenders, by entering into Agent’s reasonable form of assignment of interest rate agreements or hedging agreements at the time Borrower enters into such agreements. The Borrower shall (and shall cause IR OpCo) to comply, in all material respects, with the terms and provisions of the Security Documents, including, without limitation, with respect to all additional Collateral within forty-five (45) Business Days to be provided to Agent, for the benefit of Lenders, as and when therein provided, on account of any and all additional Subsidiaries of Borrower and/or IR OpCo which shall exist from and after the Closing Date Date. Borrower shall provide Agent with at least five (subject 5) Business Days’ notice prior to extensions the Borrower and/or IR OpCo acquiring or creating any such additional Borrower Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge, the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably agreed upon requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e)). Without limiting the Administrative Agent)foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, Borrower shall cause IR OpCo and such Borrower Subsidiary (x) to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge, and the ability to enter into a Guaranty of Obligations, respectively as applicable, and to the extent any Collateral provide such other stock or ownership certificates, executed transfer powers, and documentation (including the grant as further provided therein) as reasonably required by Agent to perfect or perfection of any vest more securely its pledge and security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (interest to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Dateapplicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) to execute and deliver a corresponding joinder to the Guaranty, in form and substance reasonably satisfactory to Agent (in each case to the extent such Ownership Interest Pledge, Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably determined in good faith), respectively as applicable, together with all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e). Without limiting the foregoing, with respect to those Borrower Subsidiaries set forth in Schedule 5.1, Borrower covenants and agrees that (a) Borrower and/or IR OpCo, as applicable, shall promptly provide written notice to each lender or other third party required for it to grant the applicable Ownership Interest Pledge and Distribution Interest Pledge, to the extent detailed in Schedule 5.1 (it being understood that, for the avoidance of doubt, no consent shall be required to be obtained from any Collateral the security interest in such lender or other third party (which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not an Affiliate or cannot reasonably be provided on the Closing Date after Holdings’ use Subsidiary of commercially reasonable efforts to do so Borrower or without undue burden or expense, then the provision Guarantors) in respect of such collateral Ownership Interest Pledge, Distribution Interest Pledge or Guaranty of Obligations) and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected (b) within ninety sixty (9060) days after the Closing Date Date, Borrower and/or IR OpCo, as applicable, shall have provided the applicable Ownership Interest Pledge or Distribution Interest Pledge (and, as provided above, the corresponding joinder to the Guaranty), respectively as applicable, and shall have provided such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (in each casecase to the extent such Ownership Interest Pledge, subject to extensions Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(bdetermined in good faith), for purposes of determining together with all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto§6.1(e).

Collateral. The Administrative (a) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent (or its counsel) shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) certificates evidencing Equity Interests Except with respect to intercompany Indebtedness, all evidences of wholly-owned Domestic Subsidiaries Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that are Material Subsidiaries of Holdings (is owing to Holdings, the Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the extent available to Holdings) Pledge Agreement, and the Target Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (i) All Indebtedness of Holdings, the Borrower and its Domestic Subsidiaries (in the case each Restricted Subsidiary of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to Borrower on the Closing Date), that is owing to the extent certificated Borrower or any Guarantor shall be evidenced by the Intercompany Note, which shall be executed and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only delivered by Holdings, the Borrowers Borrower and each Restricted Subsidiary owned by the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) Borrower on the Closing Date and shall have been pledged pursuant to the other Loan Parties may instead provide guarantees Pledge Agreement, and the Collateral within forty-five Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (45b) Business Days after All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Closing Date (subject to extensions Security Agreement) reasonably requested by the Collateral Agent to be reasonably agreed upon delivered to create and perfect the Liens intended to be created by the Administrative Agent), Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent any Collateral (including required by, and with the grant or perfection of any security interestpriority required by, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Security Documents shall have been delivered to the extent available to Holdings) and Collateral Agent in appropriate form for filing, registration or recording under the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesUCC, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in with the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral States Patent and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted Trademark Office or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the United States Copyright Office. (c) The Administrative Agent shall have received notice from such Lender prior to a completed Perfection Certificate, dated as of the proposed Closing Date specifying its objection theretoand signed by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby.

Collateral. The Cause (x) all present and future Equity Interests now or hereafter owned by the Parent, the Borrower and each present and future Material Subsidiary and (y) all other material tangible and intangible property, other than Excluded Property, now or hereafter owned by the Parent, the Borrower and each present and future respective Material Subsidiary, to be subject at all times to perfected First Priority Liens in favor of the Administrative Agent (or its counsel) to secure the Secured Obligations pursuant to the terms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall have received not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) certificates evidencing No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in Section 6.11(c) with respect to Material Real Property as therein described, provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (ii) Control agreements will not be required with respect to deposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (a Joint Venture will not be required for so long as and to the extent available to Holdingsthat the Joint Venture Organization Documents prohibit such pledge, and a lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not Wholly Owned and the Target and its Domestic Subsidiaries Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and ii) such Equity Interests are required to be pledged as set out in the Loan Documents, and to secure debt of such Unrestricted Subsidiary (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it or its parent company that is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdingsan Unrestricted Subsidiary) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision terms of such other pledge prohibit a lien to secure the Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral and for which perfection therein shall of Liens would require taking possession of, or noting Liens on, a certificate so title, Liens on such assets need not constitute a condition precedent to the availability be perfected; (v) Liens on assets will not be required, and/or perfection of the Loans on the Closing DateLiens will not be required, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless circumstances where the Administrative Agent shall have received notice from and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a Lien on such Lender prior assets is materially disproportionate in relation to the proposed Closing Date specifying its objection theretobenefit to the Secured Parties afforded thereby.

Collateral. (i) The Administrative Collateral Agent (or its counsel) shall have received (i) the certificates evidencing Equity Interests representing securities of whollythe Borrower and of each Credit Party’s Wholly-owned Domestic Owned Restricted Subsidiaries that are Material Subsidiaries of Holdings to the extent required to be delivered and pledged under the Security Documents (to the extent available to Holdingscertificated, accompanied by undated stock (or equivalent) and the Target and its Domestic Subsidiaries powers endorsed in blank); and (ii) All Uniform Commercial Code financing statements in the case jurisdiction of organization of each Credit Party to be filed, registered or recorded to perfect the Target and its Domestic Subsidiaries, Liens intended to be created by any Security Document to the extent required by, and with the priority required by such Security Document shall have been delivered to Holdings by the Target prior to the Closing Date)Collateral Agent for filing, to the extent certificated and required to be pledged as set out in the Loan Documentsregistration or recording; provided, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws each of the United States shall be required to provide guarantees and Collateral (subject to the terms requirements set forth in this paragraphclause (b) on the Closing Date and the (other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and than to the extent any that a Lien on the applicable Collateral (including the grant or perfection of any security interest, other than may be perfected (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in under the United StatesUniform Commercial Code or (y) by the delivery of certificates, if any, representing the Equity Interests of the Borrower and each Domestic Subsidiary that is a Material Subsidiary and a Wholly-Owned Restricted Subsidiary of any Credit Party to the extent possession of such certificates perfects a security interest therein) that is not satisfied on or cannot reasonably be provided on prior to the Closing Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so satisfy such requirement on or prior to the Closing Date or that cannot be satisfied on or prior to the Closing Date without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans initial Borrowing on the Closing Date, but may instead be provided or perfected Date if the Borrower agrees to satisfy such requirement within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon approved by the Administrative AgentAgent in its reasonable discretion). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. (a) The Administrative Notes, the Guarantees and the other Obligations under this Indenture shall be secured by security interests (subject to Permitted Liens) in the Collateral, as provided in the Security Documents and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements. (b) The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of the Notes Secured Parties, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or its counsel) shall have received may be amended from time to time in accordance with their terms or the terms of this Indenture and (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to authorizes and directs the extent available to Holdings) Trustee and the Target Notes Collateral Agent to enter into, perform their respective obligations and its Domestic Subsidiaries (exercise their respective rights under the Security Documents and the Intercreditor Agreements in the case of the Target and its Domestic Subsidiariesaccordance therewith, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in authorizes and directs the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers Trustee and the other Loan Parties organized Notes Collateral Agent to enter into, perform their respective obligations and exercise their respective rights as the “Initial Additional Authorized Representative” and “Initial Additional Pari Collateral Agent” under the laws of Pari Passu Intercreditor Agreement and (iii) authorizes and directs the United States shall be required Trustee and the Notes Collateral Agent to provide guarantees enter into, perform their respective obligations and Collateral exercise their respective rights as a “Term Class Debt Representative” and “Term Agent” under the ABL Intercreditor Agreement. (subject to d) The Trustee and each Holder, by accepting the terms Notes and the Guarantees, acknowledges that, as more fully set forth in this paragraph) on the Closing Date Security Documents and the other Loan Parties may instead provide guarantees Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of the Notes Secured Parties, and Collateral within forty-five (45) Business Days after that the Closing Date (Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to extensions to be reasonably agreed upon and qualified and limited in all respects by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) Security Documents and the Target Intercreditor Agreements and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which actions that may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretotaken thereunder.

Collateral. The Administrative Agent (or its counsel) and Lead Arranger shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (received, in form and substance reasonably satisfactory to the extent available to HoldingsLead Arranger: (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and the Target Sellers, and its Domestic Subsidiaries (each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the case Collateral, copies of the Target financing statements on file in such jurisdictions and its Domestic Subsidiariesevidence that no Liens exist other than Permitted Liens and (B) tax lien, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated judgment and required to be pledged as set out in the Loan Documents, and bankruptcy searches; (ii) copies searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Lead Arranger in order to perfect the Administrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for entities organized each appropriate jurisdiction as is necessary, in the United States. Notwithstanding anything in this Agreement Lead Arranger’s sole discretion, to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by perfect the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the ’s security interest in which may be perfected by the filing of a UCC financing statement for entities organized in Collateral; (iv) stock or membership certificates, if any, evidencing the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expensePledged Equity, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior undated stock or transfer powers duly executed in blank; in each case to the proposed Closing Date specifying its objection theretoextent such Pledged Equity is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii) or any other location at which the books and records of the Loan Parties are located, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Lead Arranger); and (vi) with respect to each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, key-man life insurance policies in an amount not less than $10,000,000 in the aggregate, and Key Man Collateral Assignment Agreements with respect thereto in form and substance reasonably satisfactory to the Lead Arranger, by which all proceeds are collaterally assigned to the Administrative Agent and the Administrative Agent shall have first lien priority over such proceeds on behalf of the Lenders; and (vii) only to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (viii) with respect to any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are, other than Excluded Accounts, the Administrative Agent shall have received a Qualifying Control Agreement.

Collateral. (a) The Administrative Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of the Security Documents. The Borrower shall (and, subject to any provisions of any financing to which any Subsidiary is a party or by which a Subsidiary is bound, shall cause its counselSubsidiaries) shall have received (i) certificates evidencing Equity Interests to comply, in all material respects, with the terms and provisions of wholly-owned Domestic Subsidiaries that are Material the Security Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, including, without limitation, on account of any and all additional Subsidiaries of Holdings Borrower (and/or intervening Subsidiaries) which shall exist from and after the Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower acquiring or creating any such additional Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent. Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, subject to the provisions of any document evidencing any Indebtedness approved by the Agent to be incurred by such Subsidiary hereunder, Borrower shall cause such Borrower Subsidiary to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge and to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required such Ownership Interest Pledge or Distribution Interest Pledge is permitted to be pledged provided (and/or not prohibited from being provided) as set out reasonably determined in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agentgood faith), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Borrower and the Guarantors (other than Parent) in respect of the Bridge Facility will be secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or its counselnot mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall have received include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and BMO ▇▇▇▇▇▇ Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) certificates evidencing Equity Interests the aggregate Bridge Commitments or Bridge Loans, as applicable, outstanding at such time to (b) the aggregate appraised value of the Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to 1.00. Notwithstanding anything to the contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party or any direct or indirect parent thereof) or prohibited by the terms of any applicable organizational documents, equity interests in any person other than wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings subsidiaries (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged but only for so long as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it such prohibition is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), applicable and to the extent not entered into in contemplation hereof), (ii) any Collateral (including property subject to a purchase money security interest or similar arrangement not prohibited by the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Bridge Documentation to the extent available that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), violate or invalidate such lease, license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to Holdingsthe applicable anti-assignment provisions of the UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the Bridge Facility, or such pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Borrower in good faith and (v) assets in circumstances where the Initial Lenders and the Target and its Domestic Subsidiaries (in Borrower reasonably agree that the case cost, burden or consequences of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the obtaining or perfecting a security interest in which may such assets is excessive in relation to the practical benefit afforded thereby (the foregoing described in clauses (i) through (v) are, collectively, “Excluded Assets”). The Loan Parties shall not be perfected by required to obtain third party acknowledgements or consent in support of the filing creation, perfection or enforcement of a UCC financing statement for entities organized security interests in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoCollateral.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Subject to Section 5.8 hereof, to secure the extent available to Holdings) full and the Target complete payment and its Domestic Subsidiaries (in the case performance of the Target and its Domestic SubsidiariesObligations, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsBorrower shall, and (ii) copies shall cause each of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contraryits Subsidiaries to, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on before the Closing Date, but may instead be provided grant to the Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien (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) on all of its right, title and interest in and to the following Property, whether now owned or perfected within ninety hereafter acquired, pursuant to the Security Documents: (90a) days after all Capital Stock of each of the Subsidiaries of the Borrower (including, without limitation, all Capital Stock of Holdings NS Corp. and Provincial NS Corp.) (whether present or future) owned as of the Closing Date or thereafter acquired by the Borrower or any Subsidiary of the Borrower; and (in each case, subject to extensions to be reasonably b) Unless otherwise agreed upon by the Administrative Agent). Without limiting Agent and the generality Required Lenders, the pledge of the provisions Capital Stock of Section 9.03(b), for purposes any Canadian Subsidiary shall be appropriately registered in the share registry of determining compliance such Canadian Subsidiary. The Borrower covenants that none of the Capital Stock to be pledged in accordance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement 5.1 shall be deemed subject to have consented toany transfer restrictions, approved or accepted or the be satisfied with, each document shareholders' agreement or other matter required thereunder restriction except for such restrictions under applicable securities laws and such restrictions, if any, as may be reasonably acceptable to be consented the Administrative Agent. In connection with and in addition to or approved by or acceptable or satisfactory to a Lender unless the foregoing, the Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (including, without limitation, stock certificates, stock powers and financing statements) as the Administrative Agent shall have received notice from such Lender prior may reasonably request in order for it to obtain and maintain the proposed Closing Date specifying its objection theretoperfected, first priority Liens to be granted in accordance with this Section 5.1.

Collateral. The Administrative (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent (or its counsel) shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property financing statements, reasonably requested by the Target prior to the Closing Date), to the extent certificated and required Collateral Agent to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and to perfect such Liens to the other Loan Parties may instead provide guarantees extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral within forty-five (45) Business Days after Agent in proper form for filing, registration or recording and none of the Closing Date (Collateral shall be subject to extensions any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) The Borrower shall deliver to be reasonably agreed upon the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Administrative Agent)Borrower, and together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any Collateral security interest (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and that a lien on the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in under the United StatesUniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot reasonably be provided or perfected on the Closing Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so so, or without undue burden or expense, then the provision creation or perfection of such collateral and perfection therein security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date, Date but may shall instead be required to be delivered or provided or perfected within ninety (90) 90 days after the Closing Date (in each case, subject to extensions to or such later date as may be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Borrower and the Administrative Agent shall have received notice from such Lender prior (with respect to Term Priority Collateral) or the proposed Closing Date specifying its objection theretoABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. The Administrative Agent (Lenders agree that at all times, whether before, after or its counsel) shall have received (i) certificates evidencing Equity Interests during the pendency of wholly-owned Domestic Subsidiaries that are Material Subsidiaries any Insolvency Proceeding, and notwithstanding the priorities which would ordinarily result from the order of Holdings (execution or granting of any Lien in the Collateral or the order of filing of any financing statements or recording of any deeds of trust, mortgages or any other security documents now or hereafter constituting part of the Subordinated Lender Documents or the Senior Lenders Documents with respect to the extent available Collateral, or any provision of the UCC or any other applicable law to Holdings) the contrary, the Liens of the Agent in the Collateral arising pursuant to the Senior Lenders Documents as security for all of the Senior Lenders Obligations shall be at all times first priority Liens in the Collateral, superior to the Liens of the Subordinated Lender in the Collateral arising pursuant to the Subordinated Lender Documents, and the Target and its Domestic Subsidiaries (Liens of the Subordinated Lender in the case Collateral shall be junior and subordinate to the Liens of the Target and its Domestic Subsidiaries, Agent therein as security for all of the Senior Lenders Obligations. All proceeds of the Collateral shall be applied to the extent delivered to Holdings Obligations in accordance with the provisions of Section 5 hereof. Notwithstanding the foregoing provisions of this Section 2.1, it is hereby agreed that (a) any Collateral (herein, “Term Loan B Collateral”) purchased by the Target any Borrower prior to the Closing Datedate of the Second Amendment to LJH Financing Agreement with the proceeds of the Term Loan B (as defined in the Subordinated Lender Loan Agreement), shall be at all times subject to a first priority Lien in favor of Subordinated Lender, superior to the extent certificated and required Liens of the Senior Lenders in such Term Loan B Collateral arising pursuant to be pledged as set out in the Loan Senior Lenders Documents, and (iib) copies the Liens of UCC financing statements for entities organized the Senior Lenders in the United States. Notwithstanding anything in this Agreement Term Loan B Collateral shall be junior and subordinate to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws Liens of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any Subordinated Lender therein as security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case for all of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Subordinated Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoObligations.

Collateral. The Administrative (a) Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent (or its counsel) shall have received and the Lenders, (i) certificates evidencing Equity Interests the Collateral Agent has or will have entered into a Security and Pledge Agreement between the Collateral Agent and BlastGard and between the Collateral Agent and BlastGard Technologies, Inc., a Florida corporation (“Subsidiary”) (each a “Security Agreement”), regarding the grant of wholly-a security interest in assets owned Domestic Subsidiaries that by BlastGard and Subsidiary (such assets are Material Subsidiaries of Holdings (referred to herein and in the Security Agreement as the “Collateral”) to the extent available to Holdings) and Collateral Agent, for the Target and its Domestic Subsidiaries (in the case benefit of the Target and its Domestic SubsidiariesLenders, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies Subsidiary will be delivering a Guaranty Agreement (the “Guaranty”) to the Collateral Agent with Subsidiary guaranteeing the obligations of UCC financing statements for entities organized in BlastGard under the United States. Notwithstanding anything in Notes, Subscription Agreement, this Agreement and all other agreements described on the foregoing agreements (collectively “Borrower Documents”) and (iii) BlastGard is issuing the Notes to the contraryLenders. (b) For purposes solely of perfection of the security interests granted to the Collateral Agent, it as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents - the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is understood that only Holdings, held for the Borrowers benefit of the Lenders in accordance with this Agreement and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject Borrower Documents. No reference to the terms set forth in this paragraph) on the Closing Date and the Borrower Documents or any other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant instrument or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement document shall be deemed to have consented to, approved incorporate any term or accepted or provision thereof into this Agreement unless expressly so provided. (c) The Collateral Agent is to distribute in accordance with the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Borrower Documents any proceeds received from the Administrative Agent shall have received notice from such Lender prior Collateral which are distributable to the proposed Closing Date specifying its objection thereto.Lenders in proportion to their respective interests in the Obligations as defined in the Borrower Documents. (Collateral Agent Agreement)

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests The due and punctual payment of whollythe principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by second-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (priority Liens and security interests, subject to Permitted Liens, as and to the extent available to Holdings) provided in the Security Documents which the Issuer and the Target Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents (collectively, the “Excluded Collateral”). (ii) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. (iii) Each Holder, by its acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure, the exercise of remedies and the application of proceeds) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Trustee is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement and authorizes and directs the Collateral Trustee to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. Furthermore, the Issuer and the Subsidiary Guarantors and the Holders, by their acceptance of the Notes acknowledge and agree that the Collateral Trustee shall have no obligation to take any action pursuant to any Security Document or the Intercreditor Agreement unless the Collateral Trustee is directed to do so by the Holders of more than [50%] in principal amount of the Notes. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Security Documents in respect of the Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. (v) The Issuer and the Subsidiary Guarantors hereby direct the Trustee to execute, deliver and perform its obligations under the Intercreditor Agreement on the Issue Date and thereafter on behalf of the trust. The Holders, by their acceptance of such Notes acknowledge and agree that the Trustee and/or Collateral Trustee shall execute, deliver and perform its obligations under the Intercreditor Agreement and shall do so solely in its capacity as Trustee or Collateral Trustee, as applicable, and not in its individual capacity. Furthermore, the Issuer, the Subsidiary Guarantors and the Holders, by their acceptance of such Notes acknowledge and agree that neither the Trustee nor the Collateral Trustee shall have any obligation to take any action or to direct the Collateral Trustee to take any action, pursuant to the Intercreditor Agreement unless directed to do so by the Holders of more than [50%] in principal amount of the Notes. (vi) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby direct the Collateral Trustee to execute, deliver and perform its obligations under and make any representations in the Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents delivered to it from time to time by the Issuer and the Subsidiary Guarantors, and shall do so solely in its capacity as Collateral Trustee and not in its individual capacity. The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute any landlord lien waivers and any other collateral documents that may affect the rights or protections of the Collateral Trustee, (ii) take any action pursuant to any Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act from the the Holders of more than [50%] in principal amount of the Notes and (iii) take any action pursuant to any landlord lien waiver or similar collateral document (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act from the Holders of more than [50%] in principal amount of the Notes. (vii) Delivery of notices, instruments, agreements, certificates and documents of any nature whatsover other than Officers’ Certificates to the Collateral Trustee under the Security Documents, the Intercreditor Agreement or any other collateral document is for informational purposes only and its Domestic Subsidiaries (in receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the case Issuer’s or any other Person’s compliance with any of its covenants hereunder or thereunder. The Collateral Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise the Target and its Domestic SubsidiariesIssuer’s or any other Person’s compliance with respect to any reports, information or other documents delivered to the Collateral Trustee under such document; provided, however, to the extent delivered the Collateral Trustee receives written notice from the Issuer of any events which would constitute certain Defaults, their status and what action the Company is taking or proposing to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out take in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdingsrespect thereof, the Borrowers Collateral Trustee shall be obligated to perform its obligations with respect thereto in accordance with the terms and conditions of the Indenture, the Security Documents and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoIntercreditor Agreement.

Collateral. (a) The Administrative Agent Issuer is the owner of the Receivables and the Related Property with respect thereto, free and clear of all Adverse Claims (or its counselother than Permitted Liens). (b) shall have received This Base Indenture constitutes a valid and continuing security interest in the Collateral in favor of the Indenture Trustee on behalf of the Investor Noteholders, which security interest is a first priority perfected security interest in the Collateral (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (except to the extent available to Holdingsthat any of the Related Property included in the Collateral constitutes property a security interest in which may not be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions) and is enforceable as such as against creditors of and purchasers from the Target Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and its Domestic Subsidiaries other similar laws affecting creditors' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. (c) All action necessary (including the filing of UCC-1 financing statements) to protect and perfect the Indenture Trustee's security interest in the case of Collateral now in existence and hereafter acquired or created has been duly and effectively taken and all filing fees and taxes, if any, payable in connection with such filings have been paid in full, except that not all action has been taken to perfect the Target and its Domestic Subsidiaries, Indenture Trustee's security interest in the Collateral to the extent delivered to Holdings that such Collateral constitutes property a security interest in which may not be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions. (d) No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Target prior Issuer in favor of the Indenture Trustee on behalf of the Investor Noteholders in connection with this Base Indenture. (e) Except for a change made pursuant to Section 8.20, the Closing Date)Issuer's principal place of business and chief executive office shall be at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, to ▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d the extent certificated and required to be pledged as set out in place where its records concerning the Loan DocumentsCollateral are kept is at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d 200 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Parkway, West Amherst, NY, 14228. The Issuer does not transact, and (ii) copies of UCC financing statements for entities organized in the United Stateshas not transacted, business under any other name. Notwithstanding anything in this Agreement to the contrary, it The Issuer is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDelaware.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests The due and punctual payment of whollythe principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by second-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (priority Liens and security interests, subject to Permitted Liens, as and to the extent available to Holdings) provided in the Security Documents and the Target Intercreditor Agreement which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents (collectively, the “Excluded Collateral”). (ii) The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Trustee shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. (iii) Each Holder, by its acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure, the exercise of remedies and the application of proceeds) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Trustee is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement and authorizes and directs the Collateral Trustee to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Security Documents in respect of the Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder. (v) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute any landlord lien waivers and any other collateral documents that may affect the rights or protections of the Collateral Trustee and (ii) take any action pursuant to any Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act in accordance with the Collateral Trust Agreement. (vi) Delivery of notices, instruments, agreements, certificates and documents of any nature whatsover other than Officers’ Certificates to the Collateral Trustee or the Trustee under the Security Documents or the Intercreditor Agreement is for informational purposes only and its Domestic Subsidiaries (in receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the case Issuer’s or any other Person’s compliance with any of its covenants hereunder or thereunder. Neither the Target and its Domestic SubsidiariesTrustee nor the Collateral Trustee shall have any obligation to monitor or confirm, on a continuing basis or otherwise the Issuer’s or any other Person’s compliance with respect to any reports, information or other documents delivered to the Collateral Trustee or the Trustee under such document; provided, however, to the extent delivered the Collateral Trustee or the Trustee receives written notice from the Issuer of any events which would constitute certain Defaults, their status and what action the Issuer is taking or proposing to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out take in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdingsrespect thereof, the Borrowers Collateral Trustee shall be obligated to perform its obligations with respect thereto in accordance with the terms and conditions of this Indenture, the Security Documents and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoIntercreditor Agreement.

Collateral. The Administrative Agent (or its counsela) Iridium LLC will cause to be pledged hereunder at all times 100% of the aggregate ownership interests of the Company then outstanding. (b) So long as no Event of Default shall have received (i) certificates evidencing Equity Interests occurred and be continuing, Iridium LLC shall have the right to exercise all voting, consensual and other powers of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (ownership pertaining to the extent available Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to Holdings) herein or therein; and the Target Collateral Agent shall execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) Except as permitted under, and subject to any conditions set forth in, Section 7.07 of the Credit Agreement, no distributions, dividends or other payments shall be paid by the Company to Iridium LLC in its Domestic Subsidiaries (capacity as a member of the Company, and Iridium LLC shall not be entitled to receive and retain any such distribution, dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of Iridium LLC and forthwith turn over the same to the Collateral Agent in the case exact form received by Iridium LLC for deposit into the appropriate Project Account pursuant to the Depositary Agreement. (d) Without limiting any other rights of the Target and its Domestic Subsidiaries, Collateral Agent under this Agreement (but subject to the extent delivered to Holdings by the Target prior to the Closing Datesecond paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Collateral Agent may (but shall not be obligated to) make a demand for payment in respect of the Reserve Capital Call Obligations in accordance with Section 4.02 of the Iridium LLC Agreement, without notice to the extent certificated and or consent from or any other action required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon taken by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoIridium LLC.

Collateral. The Administrative Agent (or its counsel) shall have received With respect to Collateral located in the United States, the security interest granted by ARTICLE VII hereof and accompanying financing statements, when (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (duly filed in the case of appropriate governmental offices in accordance with the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out Uniform Commercial Code in effect in the Loan Documents, applicable jurisdictions and (ii) copies of UCC financing statements for entities organized Borrower has acquired an ownership interest in the United States. Notwithstanding anything Collateral, shall create a valid and perfected first priority Lien in this Agreement and to the contraryCollateral, it is understood that only Holdings, enforceable against (x) other Persons in all jurisdictions securing the Borrowers and the other Loan Parties organized under the laws payment of the United States shall be required to provide guarantees and Collateral Obligations without penalty (subject to the terms set forth in this paragraphPermitted Liens) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in Liens such as carrier's, warehousemen's and mechanic's liens, which may be perfected by the filing of a UCC financing statement for entities organized arise in the United States) is ordinary course of business with respect to obligations not yet due or cannot reasonably be provided being contested in good faith by appropriate proceedings and for which Borrower shall have set aside reserves on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon its books as required by the Administrative Agent)GAAP. Without limiting the generality foregoing, upon filing such financing statements, no further action will be required to perfect fully the Lien of Lender in any such Collateral. With respect to Collateral located in Mexico or Canada, the security interest granted by ARTICLE VII hereof when, the appropriate action has been taken in accordance with appropriate statutes and regulations in effect in the applicable jurisdictions, and Borrower has acquired an ownership interest in the Collateral, shall create a valid and perfected first priority Lien in and to the Collateral, enforceable against (x) other Persons in said jurisdiction securing the payment of the provisions Obligations without penalty (subject to Permitted Liens) and (y) Liens such as carrier's, warehouseman's and mechanic's liens, which arise in the ordinary course of Section 9.03(b), business with respect to obligations not yet due or being contested in good faith by appropriate proceedings and for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement which Borrower shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter set aside reserves on its books as required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoGAAP.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the extent available terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to Holdings) the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) Each Holder, by its acceptance of a Security, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral, (ii) authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Collateral Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of Second Lien Obligations and Junior Lien Obligations as set forth in this paragraphthe Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Collateral Agent by the terms of the Collateral Documents and the other Loan Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the Second Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent on behalf of the Secured Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral (including Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the grant existence, genuineness, value or perfection protection of any security interestCollateral, other than for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Second Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing Second Lien Obligations or the Collateral Documents or any delay in doing so. (xe) The Holders agree that the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Collateral Agent shall be entitled to the extent available rights, privileges, protections, immunities, indemnities and benefits provided to Holdingsthe Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Target Collateral Agent to enter into and its Domestic Subsidiaries (in the case perform each of the Target Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its Domestic Subsidiaries, capacities thereunder. (f) If the Issuer (i) incurs Other Second Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when Second Lien Obligations (other than the Securities) entitled to the extent delivered to Holdings by benefit of the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsSecond Lien/Second Lien Intercreditor Agreement are concurrently retired, and (yii) any delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the security interest Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Second Lien/Second Lien Intercreditor Agreement) in which may be perfected by the filing favor of a UCC financing statement designated agent or representative for entities organized the holders of the Other Second Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the United Statesbenefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not or cannot reasonably be provided on itself the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseCollateral Agent, then the provision of such collateral and perfection therein shall not constitute a condition precedent Issuer will, upon request, deliver to the availability Trustee copies of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all Collateral Documents delivered to the proposed Closing Date specifying its objection theretoCollateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents.

Collateral. The Administrative Agent (or its counsel) shall have received the following: (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized each appropriate jurisdiction as is necessary, in the United States. Notwithstanding anything Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in this Agreement the Collateral; (ii) to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized extent required under the laws of the United States relevant jurisdiction for perfecting (or achieving the required priority with respect to) a security interest in Equity Interests pledged as Collateral for the Obligations (or any portion thereof), all certificates evidencing such Equity Interests (which, in the case of security interests whose perfection is governed by Article 8 of the UCC, shall be required limited to provide guarantees those that constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC) that are issued by any Subsidiary of Parent and Collateral (subject that are pledged to the terms set forth Administrative Agent pursuant to any Collateral Document together with duly executed in this paragraphblank, undated stock powers attached thereto; (iii) on evidence of the Closing Date completion of all other recordings and filings of, or with respect to, any Collateral Document as may be required pursuant to such Collateral Document and necessary or, in the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by reasonable opinion of the Administrative Agent), desirable, to perfect the security interests intended to be created by the Collateral Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests purported to be created by the Collateral Documents and that are required to be taken pursuant to the Collateral Documents have been taken; provided that, notwithstanding the foregoing, to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may not be perfected by (A) the filing of a UCC financing statement for entities organized (or the equivalent thereof in any applicable jurisdiction), or (B) taking delivery and possession of a stock certificate of each Borrower and each direct and indirect holding company thereof (other than the United StatesParent), as well as each material direct or indirect wholly-owned Domestic Subsidiary of the Company (other than a Foreign Holdco) is not or cannot reasonably (provided that such certificates of the Target and its material wholly-owned domestic Restricted Subsidiaries will be provided required to be delivered on the Closing Date only to the extent received from Target after Holdings’ the Company’s use of commercially reasonable efforts to do so), if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date after the Company’s use of commercially reasonable efforts to do so or and without undue burden or and expense, then the provision perfection of the security interest in such collateral and perfection therein Collateral shall not constitute a condition precedent to the availability of the Loans on the Closing Dateunder this Section 5.01(l) but, but instead, may instead be provided or perfected accomplished within ninety (90) 90 days after the Closing Date (in each case, subject to extensions to which date may be reasonably agreed upon extended by the Administrative AgentAgent in its reasonable discretion). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all capital stock or other equity interests held by such Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and by valid, perfected (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (subject to the extent available to Holdingsproviso appearing at the end of this sentence) and the Target enforceable Liens on all right, title, and its Domestic Subsidiaries (in the case interest of the Target Borrower and each Subsidiary in all accounts and account receivables, notes and note receivables, contract rights, instruments, documents, chattel paper, general intangibles (including, without limitation, patents, trademarks, tradenames, copyrights, and other intellectual property rights), investment property, deposit accounts, inventory, machinery and equipment, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (a) Liens need be granted on leasehold interests in nursing home properties leased by the Borrower or any of its Domestic SubsidiariesSubsidiaries on the date of this Agreement, other than the Snukal Properties, to the extent delivered the owner of the relevant Property fails to Holdings consent to the leasehold mortgage requested by the Target prior Agent or refuses to consent thereto without payment of a fee (other than a de minimus fee in the Closing Datenature of a processing fee and/or an agreement to pay all costs and expenses of the consenting party), to but only so long as the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers Borrower and the other Loan Parties organized under the laws of the United States shall be required relevant Subsidiaries have and continue at all times to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of their commercially reasonable efforts to do so obtain such consents and such efforts fail (the Borrower hereby agreeing to provide the Agent on a monthly basis a status report as to outstanding consents and the efforts made to date to obtain the same), (b) the Lien of the Agent on Property subject to a Capital Lease or without undue burden conditional sale agreement or expensesubject to a purchase money lien in each instance permitted hereby shall be subject to the rights of the lessor or lender thereunder, then (c) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the provision Agent or the Required Banks, (i) Liens on deposit accounts maintained by the Borrower or any Subsidiary with financial institutions other than the Lenders need not be perfected provided the total value of such collateral and perfection therein shall property at any one time not constitute so perfected does not exceed $500,000 in the aggregate, (ii) a condition precedent Lien on the note receivable owing to the availability Borrower by ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the principal amount not exceeding $2,600,000 need not be perfected, (iii) Liens on note receivables need not be perfected provided the total value of such property at any one time not so perfected does not exceed $500,000 in the Loans aggregate, (iv) Liens on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, vehicles which are subject to extensions to a certificate of title law need not be reasonably agreed upon by perfected provided that the Administrative Agent). Without limiting the generality total value of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.property at any one time not so

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the New Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the New Notess, according to the extent available terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to Holdings) the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) Each holder of New Notes, by its acceptance thereof, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Collateral Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorize and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations as set forth in this paragraphthe Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Collateral Agent by the terms of the Collateral Documents and the other Loan Parties may instead provide guarantees Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral within forty-five granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. (45c) Business Days after Notwithstanding anything to the Closing Date contrary herein or in the Collateral Agreement, this Indenture will not require any property or assets (subject to extensions including, for avoidance of doubt, Material Real Property) to be reasonably agreed upon by the Administrative Agent), and pledged as Collateral to the extent any Collateral (including the grant such property or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that assets are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and not required to be pledged to secure the Credit Agreement or any other Material First Lien Indebtedness (it being understood that any similar provision to this Section 13.01(c) in any Material First Lien Indebtedness shall not be deemed to be a requirement to pledge any assets or property to secure such Material First Lien Indebtedness). (d) Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a New Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the New Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set out forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each will be authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents. (i) Notwithstanding anything to the contrary herein or in the Loan DocumentsCollateral Documents or any other Note Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (A) any Guarantee provided by any Regulated Guarantor Subsidiary under any Collateral Document shall initially be deemed not to Guarantee this Indenture, the New Notes and the Obligations, (B) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Collateral Document shall initially be deemed not to secure this Indenture, the New Notes and the Obligations and (C) the Collateral and Guarantee Requirement, insofar as it relates to this Indenture, the New Notes and the Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as a Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, and, if such Regulated Guarantor Subsidiary is a Regulated Grantor Subsidiary, the New Notes Collateral Permit Condition (as defined below) shall also have been satisfied with respect to such Regulated Grantor Subsidiary, (x) clause (A) of this Section 13.01(i) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee this Indenture, the New Notes and the Obligations as provided in Article 12, and (y) any the Collateral and Guarantee Requirement, insofar as it relates to the security interest Note Guarantees by such Regulated Guarantor Subsidiary of this Indenture, the New Notes and the Obligations, shall be required to be satisfied in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision respect of such collateral and perfection therein shall not constitute a condition precedent Regulated Guarantor Subsidiary to the availability extent otherwise provided herein. At such time as the New Notes Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, and, if such Regulated Grantor Subsidiary is a Regulated Guarantor Subsidiary, the Guarantee Permit Condition shall also have been satisfied with respect to such Regulated Guarantor Subsidiary, (x) clause (B) of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.0113.01(i) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as this Indenture, each Lender that has signed this Agreement the New Notes and the Obligations are concerned, and such Regulated Grantor Subsidiary shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.automatically be

Collateral. The Subject to the proviso contained in this Section 5.1.8, the Collateral Agent and the Administrative Agent (or its counsel) shall have received been granted on the Closing Date, for the benefit of the Secured Parties, first priority perfected Liens on the Collateral (subject only to Permitted Liens), and in that connection, shall have received: (a) the certificates (if any) evidencing (i) certificates evidencing Equity Interests all of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the issued and outstanding shares of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (Capital Securities in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings Borrower pledged by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, Pledgor and (ii) all of the issued and outstanding shares of Capital Securities in the Target pledged by the Borrower, in each case, pursuant to the Pledge and Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank; (b) final copies of UCC financing statements for entities organized naming each such Obligor executing the Pledge and Security Agreement as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the United States. Notwithstanding reasonable opinion of the Administrative Agent, desirable to perfect the security interests of the Collateral Agent pursuant to the Pledge and Security Agreement (“Filing Statements”); and (c) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing effective financing statements and tax and judgment liens which name each of the Borrower Companies (under its present name and, if applicable, certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings customarily, or would otherwise be required to be, made pursuant to clause (b) above, together with copies of such financing statements; provided that notwithstanding anything in this Agreement or the other Loan Documents to the contrary, to the extent that any security interest in the Collateral was not or could not be provided on the Closing Date, including the deliverables referred in to Section 5.1.8(a) and Section 5.1.8(b) (other than (A) the creation and perfection of a security interest on the domestic assets acquired in the Transactions with respect to which a Lien may be perfected solely by the filing of a financing statement under the UCC in a central filing office (such as the office of a secretary of state); provided that it is understood that only Holdings, the Borrowers actual filing of such financing statement shall be completed substantially concurrently with the Closing Date and the other Loan Parties organized shall not be a condition to funding under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) Facilities on the Closing Date and (B) delivery of equity certificates of the other Loan Parties may instead provide guarantees Borrower and Collateral within forty-five (45) Business Days related undated instruments of transfer executed in blank), after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ Borrower’s use of commercially reasonable efforts to do so or without undue burden or expenseso, then the provision or perfection of such collateral and perfection therein security interest shall not constitute a condition precedent to the availability of the Loans and initial funding of the Facilities on the Closing Date, Date under this Section 5.1.8 but may shall instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions required to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of delivered and/or perfected pursuant to Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto7.8.

Collateral. The Administrative Agent (or a) As collateral security for the performance of its counsel) shall have received obligations hereunder, the Portfolio Manager hereby (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (pledges to the extent available Issuer and grants to Holdings) and the Target and its Domestic Subsidiaries (Issuer a security interest in the case all of the Target Portfolio Manager’s right, title and its Domestic Subsidiariesinterest in, to and under the extent delivered to Holdings by CLO Asset Management Fees and all proceeds of the Target prior to the Closing Date)foregoing, to the extent certificated in each case whether now owned or hereafter acquired and required to be pledged as set out in the Loan Documents, whether now existing or hereafter coming into existence and (ii) copies acknowledges and agrees that the Issuer will pledge its rights therein to the Collateral Agent as provided in Section 8.1(b). (b) As collateral security for the prompt payment in full and performance when due (whether at stated maturity, by acceleration, by liquidation or otherwise) of UCC the Secured Obligations to the Collateral Agent on behalf of the Secured Parties in accordance with the Priority of Payments, the Issuer hereby pledges to the Collateral Agent and grants to the Secured Parties a security interest in all of the Issuer’s right, title and interest in, to and under (i) each Collateral Debt Obligation, (ii) all underlying instruments with respect to Collateral Debt Obligations, (iii) the Collateral Administration Agreement, (iv) the Administration Agreement by and between the Issuer and MaplesFS Limited, as amended from time to time in accordance with its terms, (v) the Registered Office Agreement dated as of September 26, 2011 by and between the Issuer and MaplesFS Limited, as amended from time to time in accordance with its terms, (vi) each Account and all assets credited to and funds on deposit therein, (vii) the CLO Asset Management Fees and (viii) all proceeds of the foregoing, in each case whether now owned or hereafter acquired and whether now existing or hereafter coming into existence, other than Excepted Property (collectively, the “Collateral”). (c) The Issuer will: (i) Deliver to the Collateral Administrator any and all securities and instruments evidencing or otherwise relating to Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Parties may reasonably request, including by taking all steps necessary to ensure that all Collateral Debt Obligations are credited to the applicable Account and the CLO Asset Management Fees are credited to the CLO Asset Management Fees Account by the Collateral Administrator and held in accordance with the Collateral Administration Agreement; (ii) give, execute, deliver, file and/or record any financing statements for entities organized statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the United States. Notwithstanding anything in this Agreement reasonable judgment of either Secured Party) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Senior Noteholder to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) promptly furnish or cause to be furnished to the contrarySenior Noteholder or Junior Noteholder any information that it may reasonably request concerning the Collateral; and (iv) preserve and protect (with respect to the Collateral) the Secured Parties’ perfected, it is understood that only Holdingsfirst priority security interest in the Collateral, and take or cause any action requested by a Secured Party and necessary to preserve, defend, protect or perfect such first priority security interest. (d) Except as expressly permitted hereunder and under the Collateral Administration Agreement, the Borrowers Portfolio Manager (with respect to the CLO Asset Management Fees) and the other Loan Parties organized under Issuer (with respect to the laws Collateral) will not sell, assign, pledge, grant any security interest in, exchange, transfer, hypothecate or otherwise dispose of or grant any option with respect to such CLO Asset Management Fees or Collateral, respectively, or agree to do any of the United States foregoing, without the prior written consent of Senior Commitment Party. (e) The Secured Parties hereby appoint the Bank as “Collateral Agent” to act on their behalf in accordance with this Agreement. If a Liquidation Event occurs, the liquidation shall be required to provide guarantees and Collateral (subject to the terms effected as set forth in Section 3.2. The Bank in each of its capacities under this paragraph) on Agreement shall have the Closing Date same indemnities and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and immunities provided to the extent Bank as Collateral Administrator under the Collateral Administration Agreement. In connection with a resignation of the Bank as Collateral Administrator, the Bank may resign from its other capacities pursuant to this Agreement. (f) The Issuer hereby irrevocably appoints the Collateral Agent as its attorney-in-fact with full power of substitution and authorizes the Collateral Agent to take any action and execute any instruments with respect to the Collateral that the Controlling Party may deem necessary or advisable in connection with (including the grant or perfection of any security interest, other than (xi) the delivery Issuer’s grant of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the a security interest in which the Collateral to the Secured Parties and any rights and remedies that the Collateral Agent may be perfected by exercise in respect thereof upon the occurrence a Liquidation Event, (ii) the filing of a UCC one or more financing statement for entities organized or continuation statements with respect to the Collateral, (iii) the sale, termination or other disposition of any Collateral Debt Obligations as provided herein or (iv) accomplishing any other purposes of this Agreement. The Issuer agrees that the powers granted by this paragraph are exercisable at the direction of the Controlling Party and are not intended to impose the obligations of Issuer on the Collateral Agent. This power of attorney shall be binding upon, and enforceable against, all beneficiaries, successors, assigns, transferees and legal representatives of the Issuer. (g) The security interest granted to secure the Secured Obligations hereunder shall be terminated and released and all rights in the United States) is not or cannot reasonably be provided Collateral will revert to the Issuer on the Closing Refinancing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability upon application of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (Available Funds in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance accordance with the conditions specified in this Section 4.01Priority of Payments. In connection with such termination and release, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Collateral Agent shall have received notice from execute and deliver such Lender prior to documents, instruments and certificates as the proposed Closing Date specifying its objection theretoIssuer shall reasonably require at the Issuer’s expense.

Collateral. (a) The Administrative Agent security interests granted to Lender herein and pursuant to any other Security Agreement (or its counsela) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (constitute and, as to the extent available to Holdings) and the Target and its Domestic Subsidiaries (subsequently acquired property included in the case Collateral covered by the Security Agreement, will constitute, security interests under the UCC entitled to all of the Target and its Domestic Subsidiariesrights, to the extent delivered to Holdings benefits, and, if perfected, priorities provided by the Target UCC and (b) are and, as to such subsequently acquired Collateral, will be fully perfected, superior, and prior to the Closing Date)rights of all third persons, now existing or hereafter arising, upon the filing of a UCC-1 financing statement (with respect to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and all Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC UCC-1 financing statement statement). All of the Collateral is intended for entities organized use solely in Obligors’ respective businesses. (b) Schedule 5.8(b) sets forth all of the United StatesCredit Parties’ insurance policies in effect as of the Closing Date and sets forth as to each such policy (as applicable), in summary form, the type of insurance provided by such policy, the underwriter thereof, the maximum coverage provided thereunder, the deductible applicable thereto, and a brief description of any non-customary term as set forth therein. Each of such policies is currently in effect and all premiums thereon have been paid to date. (c) is not All patents, patent applications, trademarks, trademark applications, service marks, service m▇▇▇ applications, copyrights, copyright applications, design rights, trade names, assumed names, trade secrets and licenses owned or cannot reasonably be provided utilized by Obligors on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent necessary for and material to the availability operation of Obligors’ respective businesses are set forth on Schedule 5.8(c) attached hereto and made part hereof; are valid and have been duly registered or filed with all appropriate Governmental Entities; and constitute all of the Loans on intellectual property rights which are necessary for and material to the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality operation of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented its business; there is no objection to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior pending challenge to the proposed Closing Date specifying its objection theretovalidity of any such material patent, trademark, copyright, design right, trade name, trade secret or license and no Obligor is aware of any grounds for any challenge, except as may be set forth in Schedule 5.8(c) attached hereto and made part hereof.

Collateral. The Administrative Agent (or As collateral security for the obligations of the Borrower hereunder, the Borrower grants to CRIL a security interest in all of its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) right, title and the Target and its Domestic Subsidiaries (interest in the case Collateral, provided that CRIL shall be entitled to recover and retain out of the Target and its Domestic Subsidiaries, Collateral only such amounts to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it which CRIL is understood that only Holdings, the Borrowers entitled under Section 1 and the other Loan Parties organized under the laws terms and conditions of the United States this Agreement and provided, further, that CRIL shall be required to provide guarantees and Collateral (subject remit to the terms set forth Borrower any funds from the Collateral that exceed the amounts to which CRIL is entitled in this paragraph) on the Closing Date and accordance with Section 1and the other Loan Parties may instead provide guarantees terms and Collateral within forty-five conditions of this Agreement. The Borrower shall, on or before the Perfection Date, (45a) Business Days after execute and deliver to CRIL, and file and record with any necessary filing offices, the Closing Date (subject to extensions to be reasonably agreed upon by Perfection Documents for the Administrative Agent), purpose of further establishing and perfecting CRIL’s Rights in and to the extent Collateral and as notice to third parties that the Borrower has conveyed any Collateral (including the grant interest that it may have in or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available Collateral, and shall provide CRIL with executed copies of such Perfection Documents and evidence of such filing and record; and (b) deliver to HoldingsCRIL opinion(s) and the Target and its Domestic Subsidiaries (of legal counsel in the case jurisdiction where any material portion of the Target and its Domestic SubsidiariesCollateral is located, to stating that the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out Collateral is validly secured in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing favor of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)CRIL. Without limiting the generality of the provisions foregoing and notwithstanding anything to the contrary herein, CRIL may at any time after the Perfection Date file with any necessary filing offices the Perfection Documents for the purpose of Section 9.03(b), for purposes of determining compliance with perfecting CRIL’s Rights in and to the conditions specified Collateral and as notice to third parties that the Borrower has conveyed any interest that it may have in this Section 4.01, each Lender that has signed this Agreement shall be deemed or to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Collateral. As soon as CRIL shall have received notice from such Lender prior the full amount due to it under this Agreement, the proposed Closing Date specifying its objection theretosecurity interest granted under this Section 2 will terminate.

Collateral. The Administrative Agent (or its counsel) shall have received 1. To induce Lenders to make the Loans, the Borrower hereby (i) certificates evidencing Equity Interests reaffirms the validity and first priority of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (the liens and security interests previously granted to the extent available to Holdings) and the Target and its Domestic Subsidiaries (Lenders Agent in the case Pre-Petition Collateral under the Pre-Petition Agreements including, without limitation, under the Patent Security Agreement and under all Mortgages in favor of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target Lenders Agent granted prior to the Closing DateFiling Date (subject only to perfected Permitted Encumbrances arising prior to and existing on the Filing Date that may be senior), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements pledges and grants to Lenders Agent as security for entities organized in the United States. Notwithstanding anything in this Agreement Obligations a continuing security interest and first priority lien (subject only to perfected Permitted Encumbrances arising prior to and existing on the contrary, it is understood Filing Date that only Holdings, the Borrowers may be senior and the other Loan Parties organized under the laws Tax Liens) in accordance with sections 364(c)(2) and (3) of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth Bankruptcy Code in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral Pre-Petition Collateral, (including iii) further pledges and grants to Lenders Agent as security for the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Obligations a first priority priming lien which is senior to the extent available Tax Liens in accordance with section 364(d)(1) of the Bankruptcy Code and (iv) further pledges and grants to HoldingsLenders Agent for the benefit of Lenders Agent and the Lenders as security for the Obligations a continuing security interest and first priority lien (subject only to perfected Permitted Encumbrances arising prior to and existing on the Filing Date that may be senior) in accordance with sections 364(c)(2) and the Target (3) and its Domestic Subsidiaries 364(d) (in the case 1) of the Target Bankruptcy Code and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected and to the payment delivered by the filing Borrower to Lenders Agent pursuant to Section 9, paragraph 12(a) of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expensethis Financing Agreement, then the provision of such collateral all property and perfection therein shall not constitute a condition precedent to the availability interests of the Loans on the Closing DateBorrower and its estate, real or personal, tangible or intangible, whether now owned or existing or hereafter acquired or arising and regardless of where located including, but may instead be provided not limited to: (a) All Collateral, whether presently in existence or perfected within ninety (90) days after the Closing Date (in each casehereafter acquired or created, subject to extensions to be reasonably agreed upon however acquired or created, and which is owned by the Administrative Agent). Without Borrower or in which the Borrower has any interest, whether held by the Borrower or others for its account, and, if any Collateral is Equipment, whether the Borrower's interest in such Equipment is as owner or lessee or conditional vendee; (b) All Equipment whether the same constitutes personal property or fixtures, including, but without limiting the generality of the provisions foregoing, all dies, jigs, tools, benches, tables, accretions, component parts thereof and additions thereto, as well as all accessories, motors, engines and auxiliary parts used in connection with or attached to the Equipment; (c) All Inventory and any portion thereof which may be returned, rejected, reclaimed or repossessed by either Lenders Agent or the Borrower from the Borrower's customers, as well as all supplies, goods, incidentals, packaging materials, labels and any other items which contribute to the finished goods or products manufactured or processed by the Borrower, or to the sale, promotion or shipment thereof; (d) All present and future Accounts; (e) All present and future General Intangibles; (f) All Real Estate; and (g) All proceeds and products of the Collateral. 2. The Borrower hereby covenants, represents and warrants that, from and after entry of the Interim Order (i) pursuant to Section 9.03(b364(c)(1) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the Pre-Petition Agreements shall at all times constitute allowed administrative expense claims in the Case having priority over all administrative expenses of the kind specified in Sections 503(b), for purposes 507(b) or 546(c) of determining compliance the Bankruptcy Code and (ii) pursuant to Section 364(c)(2) and 364(d)(1) of the Bankruptcy Code, the Obligations of the Borrower hereunder and under the Pre-Petition Agreements shall at all times after entry of the Interim Order be secured by a first priority lien (including, without limitation, a first-priority priming lien senior to the Tax Liens) in the Collateral and all cash maintained in the cash concentration accounts forming part of the Borrower's lock box arrangements referred in Section 2, paragraphs (1) and (2), and the cash Collateral Account and any direct investments of the funds contained therein, subject in each case only to (x) the payment of allowed and unpaid professional fees and disbursements incurred by the Borrower and any statutory committees appointed in the Cases in an aggregate amount not in excess of $200,000, (y) the payment of fees pursuant to 28 U.S.C. ss.1930 (collectively, the "Carve-Out"), and (z) Permitted Encumbrances arising and perfected prior to the Filing Date, CITBC agrees that so long as no Event of Default or event which with the conditions specified in this Section 4.01giving of notice or lapse of time or both would constitute an Event of Default shall have occurred, each Lender that has signed this Agreement the Borrower shall be deemed permitted to have consented topay compensation and reimbursement of expenses allowed and payable under 11 U.S.C. ss. 330 and 11 U.S.C. ss. 331 (to the extent allowed by order of the Bankruptcy Court), approved or accepted or as the same may be satisfied withdue and payable, each document or other matter required thereunder and the same shall not reduce the Carve-Out. 3. The Borrower agrees to safeguard, protect and hold all Inventory for the Lender's account and make no disposition thereof except in the regular course of business of the Borrower. Until Lenders Agent has given the Borrower notice to the contrary, as provided for below, any Inventory may be consented sold and shipped by the Borrower to or approved its customers in the ordinary course of the Borrower's business, on open account and on terms currently being extended by or acceptable or satisfactory the Borrower to a Lender unless its customers; provided that all proceeds of all sales (including cash, accounts receivable, checks, notes, instruments for the Administrative payment of money and similar proceeds) are forthwith transferred, endorsed, and turned over and delivered to Lenders Agent in accordance with this paragraph 3, and Lenders Agent shall have received notice from the right to withdraw this permission at any time upon the occurrence of an Event of Default and until such Lender time as such Event of Default is waived or cured to Lender's Agent's satisfaction, in which event no further disposition shall be made of the Inventory by the Borrower without Lenders Agent's prior to written approval. Cash sales or sales of Inventory in which a lien upon, or security interest in, Inventory is retained by the proposed Closing Date specifying Borrower shall be made by the Borrower only with the approval of Lenders Agent, and the proceeds of such sales or sales of Inventory for cash shall not be commingled with the Borrower's other property, but shall be segregated, held by the Borrower in trust for Lenders Agent as Lenders Agent's exclusive property (for its objection thereto.benefit and for the benefit of the Lenders), and shall be delivered immediately by the Borrower

Collateral. The Administrative Agent (a) With respect to any property in which Holdings or any of its counsel) shall have received Subsidiaries now or hereafter has any interest (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (w) any property described in paragraph (b), or (c) below, (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (any property subject to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings a Lien expressly permitted by the Target prior to the Closing DateSection 7.3(g), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral property with respect to which the Administrative Agent determines, in its sole discretion, that the value of the perfection of a security interest in such property would not justify the cost of perfecting a security interest therein) as to which may be the Administrative Agent, for the benefit of the Lenders, does not have a perfected by Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, 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 requested by the Administrative Agent. Notwithstanding the foregoing, the Quebec Subsidiaries shall not be required to execute and deliver the Guarantee and Collateral Agreement so long as on or before June 30, 2003, either (a) each Quebec Subsidiary merges or consolidates with or into IFCO Canada, and IFCO Canada is the continuing or surviving corporation or (b) each Quebec Subsidiary (i) transfers all of its assets to IFCO Canada, (ii) ceases doing business, and (iii) thereafter owns no assets. In the event, the Quebec Subsidiaries have not merged or consolidated with, or transferred all of their assets to, IFCO Canada on or before July 31, 2003, Borrower and Holdings shall cause each Quebec Subsidiary to promptly (i) execute and deliver the Guarantee and Collateral Agreement, (ii) take such other steps as the Adminstrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a UCC financing statement for entities organized security interest in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision all property of such collateral Quebec Subsidiary, and perfection therein shall not constitute a condition precedent (iii) take all actions necessary or advisable to grant to the availability Administrative Agent, for the benefit of the Loans on Lenders, a perfected first priority security interest in all property of such Quebec Subsidiary. (b) With respect to any fee interest in any real property now or hereafter owned by Holdings or any of its Subsidiaries (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) or (y) any such real property that the Closing DateAdministrative Agent determines, but may instead in its sole discretion, is de minimis in value), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be provided reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or perfected within ninety estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (90iii) days if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary created or acquired after the Closing Date by Holdings, or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in each casethe Capital Stock of such new Subsidiary that is owned by Holdings or any of its Subsidiaries, subject (ii) deliver to extensions the Administrative Agent the certificates representing such Capital Stock (to the extent such Capital Stock is in certificated form), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings 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 take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit G, with appropriate insertions and attachments, and (iv) if reasonably agreed upon requested by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed deliver to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior legal opinions relating to the proposed matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (d) With respect to all Indebtedness of Holdings to any Subsidiary or of Borrower or any Subsidiary Guarantor to Holdings or any other Subsidiary, (i) such Indebtedness shall be evidenced by the Intercompany Notes in form satisfactory to the Administrative Agent, (ii) such Indebtedness shall be subject to the security interest granted in the Guarantee and Collateral Agreement, and (iii) each Intercompany Note executed after the Closing Date specifying its objection theretoshall be promptly delivered to the Administrative Agent in suitable form for transfer by delivery with endorsement in favor of the Administrative Agent.

Collateral. The Administrative Agent (or its counsel) shall have received Except with regard to (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesLiens on equipment constituting fixtures, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws any reserved rights of the United States shall be government as required to provide guarantees under law, (iii) Liens upon Patents, Patent Licenses, Trademarks and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and Trademark Licenses to the extent any Collateral that (including the grant or perfection of any security interest, other than (xa) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may such Liens cannot be perfected by the filing of a UCC financing statement for entities organized statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United StatesStates Patent and Trademark Office or (b) is not such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or cannot reasonably be provided on in the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseaggregate, then the provision of such collateral and perfection therein shall not constitute a condition precedent material to the availability business of the Loans Parent Borrower and its Subsidiaries taken as a whole, (iv) Liens on uncertificated securities, (v) Liens on Collateral the Closing Date, but may instead be provided perfection of which requires filings in or perfected within ninety (90) days after other actions under the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality laws of jurisdictions outside of the provisions United States of America, any State, territory or dependency thereof or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or Accounts on which the United States of America or any department, agency, or instrumentality thereof is the Obligor, (vii) Liens on proceeds of Accounts, until transferred to or deposited in the Collateral Proceeds Account, and (viii) the claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 9.03(b)2-326 of the Uniform Commercial Code of the applicable jurisdiction, for purposes upon filing of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed financing statements delivered to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice by Holding, the Parent Borrower and its Subsidiaries on the Effective Date in the jurisdictions listed on Schedule 5.14 (which financing statements are in proper form for filing in such jurisdictions) and the recording of the Mortgages (and the recording of the Guarantee and Collateral Agreement, and the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Effective Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from such Lender time to time in effect, is applicable) in favor of the Administrative Agent for the ratable benefit of the Lenders, which Liens will be prior to all other Liens of all other Persons, except for Liens permitted pursuant to the proposed Closing Date specifying its objection theretoLoan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and which Liens are enforceable as such as against all other Persons (except, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the applicable Security Document.

Collateral. The Administrative Agent (a) Subject to the limitations on property or its counsel) shall have received assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) certificates evidencing Equity Interests cause all of wholly-its owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral property (subject to the terms set forth exceptions contained herein and in this paragraphany Collateral Document and excluding the Excluded Assets) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by subject at all times to first priority, perfected Liens in favor of the Administrative Agent), and to Agent for the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case benefit of the Target Holders of Secured Obligations to secure the Obligations in accordance with the terms and its Domestic Subsidiaries, to conditions of the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Collateral Documents, and (y) any Collateral the security interest subject in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts all cases to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)Permitted Liens. Without limiting the generality of the provisions foregoing, the Borrower will cause the Applicable Pledge Percentage of Section 9.03(b)the issued and outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, for purposes perfected Lien in favor of determining compliance the Administrative Agent to secure the Obligations in accordance with the terms and conditions specified of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in this Section 4.01, each Lender that has signed this Agreement respect of the Capital Stock of any Pledge Subsidiary shall be deemed required hereunder to have consented tothe extent such pledge thereunder would be prohibited by applicable law, approved or accepted or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be satisfied withrequired hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, each document or other matter binding and enforceable Mortgages; (3) no Mortgages are required thereunder to be consented delivered hereunder until February 20, 2012 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to or approved deliver such Mortgages by or acceptable or satisfactory to a Lender unless the date ultimately required by the Administrative Agent shall have received notice from such Lender prior constitute a Default under clause (d)(i) of Article VII hereof) with respect to the proposed Closing Date specifying Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its objection theretobest efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall be required hereunder to the extent the Borrower is in compliance with the Mortgage Requirement. (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), no re-granting of the security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of BBB (stable or better outlook) or higher from S&P and Baa2 (stable or better outlook) from ▇▇▇▇▇’▇.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within Within forty-five (45) Business Days days (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) after any Significant Subsidiary is formed or acquired after the Closing Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall cause such new Significant Subsidiary to, unless the Collateral Agent otherwise agrees in its reasonable discretion, (i) execute and deliver to the Collateral Agent a Perfection Certificate, relating to such Significant Subsidiary, (ii) execute and deliver to the Collateral Agent a joinder agreement to the ABL Intercreditor Agreement (if any) in the manner provided therein, (iii) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary (except to the extent constituting Excluded Property) that are owned by another Loan Party to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement (subject only to (x) Permitted Liens securing any ABL Facility or other permitted secured Debt that is subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and (y) Permitted Liens arising by operation of law), (iv) execute and deliver to the Collateral Agent for the benefit of the Secured Parties any other applicable Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent, including without limitation, Patent, Trademark and Copyright Security Agreements and Mortgages (subject to extensions the below proviso) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens and security interests (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (other than Excluded Property), including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and appropriate equity certificates and powers evidencing the Collateral pledged pursuant to the Pledge Agreement, (v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be reasonably agreed upon satisfactory to the Collateral Agent, (vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Administrative Agent and with such opinions to be reasonably satisfactory to the Administrative Agent in its reasonable discretion and (vii) provide the Collateral Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent), and to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building”, “structure” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Collateral (including Agent with the grant address and/or GPS coordinates of each structure on any real property that is or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (will be subject to the extent available to Holdings) and the Target and its Domestic Subsidiaries (a Mortgage in the case favor of the Target and its Domestic SubsidiariesCollateral Agent, for the benefit of the Secured Parties, and, to the extent delivered to Holdings by the Target required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (other than, for the Closing Date)avoidance of doubt, to the extent certificated and required to be pledged as set out in the Loan Documents, and (yExcluded Property) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) Significant Subsidiary that is not formed or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days acquired after the Closing Date (in each case, or of a Subsidiary that becomes a Significant Subsidiary after the Closing Date that is required to be subject to extensions a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be reasonably agreed upon subject to a Mortgage or the Security Agreement, the requirements of this Section 8.01(i) shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Borrower and the applicable Significant Subsidiary take all steps within one hundred and twenty (120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may be extended by the Administrative Agent). Without limiting Collateral Agent in its reasonable discretion) necessary or reasonably requested by the generality Collateral Agent to grant first priority perfected liens (subject only to Permitted Liens) in and to the assets of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior and to the proposed Closing Date specifying its objection theretoassets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Secured Parties with respect to such Collateral.

Collateral. The Administrative Agent (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or its counselany Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Target prior to Collateral Agent (at the Closing Date), to direction of the extent certificated and required Administrative Agent acting reasonably) to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and to perfect such Liens to the other Loan Parties may instead provide guarantees extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Collateral within forty-five Agent (45) Business Days after acting at the Closing Date (subject to extensions to be reasonably agreed upon by direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or 143 recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent any Collateral (including constituting Collateral, the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) date that is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) 120 days after the Closing Date (in each case, subject or such longer period of time as may be agreed to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified Agent in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoreasonable discretion.

Collateral. (a) The Administrative Agent (or its counsel) power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all the Collateral shall have received been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) certificates evidencing Equity Interests any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of wholly-owned Domestic Subsidiaries sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that are Material Subsidiaries shall, upon distribution of Holdings (the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the extent available Noteholders after being appropriately stamped to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and show such partial payment; (ii) copies the Indenture Trustee shall execute and deliver an appropriate instrument of UCC financing statements for entities organized conveyance prepared by the Servicer transferring the Issuer’s interest in the United States. Notwithstanding anything Collateral without recourse, representation or warranty in this Agreement any portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the contraryapplication of any moneys; and (v) The method, it is understood that only Holdingsmanner, the Borrowers time, place and the other Loan Parties organized under the laws terms of any sale of the United States Collateral shall be required to provide guarantees and Collateral commercially reasonable. (subject to the terms vi) Except as set forth in this paragraphSection 5.3(b)(iv) on hereof, none of Silverleaf or its Affiliates may bid for and purchase the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon Timeshare Loans offered for sale by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (xIndenture Trustee in Section 6.16(c)(i) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoabove.

Collateral. The Administrative respective liens and security interests granted to Collateral Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (pursuant to the extent available Collateral Documents (a) constitute as to Holdings) and the Target and its Domestic Subsidiaries (personal property included in the case of Collateral a valid security interest under the Target applicable UCC and its Domestic Subsidiaries, (b) constitute as to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out Mortgaged Property included in the Loan Documents, Collateral a valid lien and (ii) copies of UCC financing statements for entities organized security interest in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized Mortgaged Property under the laws of the United States shall be required State of Utah. The security interest granted to provide guarantees and Collateral (subject Agent pursuant to the terms set forth Collateral Documents in the Collateral consisting of personal property has been perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing offices identified in Exhibit D-5 (provided that the recording of the Trust Deed shall fulfill this paragraphrequirement with respect to fixtures described therein), (ii) with respect to any property that can be perfected by control, upon execution of the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of Lien of any type, assignment or otherwise, except (I) Title Exceptions and Permitted Liens described in clauses (a) and (e) of the definition of “Permitted Liens” and (II) to the extent required by Governmental Rule, Permitted Liens described in the other clauses of the definition of “Permitted Liens.” All such action as is necessary to establish and perfect Collateral Agent’s rights in and to existing Collateral has been taken to the extent Collateral Agent’s security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-5 is necessary to perfect and maintain the perfection of the interest, title or Liens on the Collateral comprising personal property, and on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and all such filings or recordings will have been made to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the Agent’s security interest in which may can be perfected by the filing of a UCC financing statement for entities organized in the United States) is not filing. Borrower has properly delivered or cannot reasonably caused to be delivered, or provided on the Closing Date after Holdings’ use of commercially reasonable efforts control, to do so Collateral Agent or without undue burden or expense, then the provision of such collateral and Depositary all Collateral that permits perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided Lien and security interest described above by possession or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretocontrol.

Collateral. All filings, assignments, pledges and deposits of documents or instruments have been made and all other actions have been taken that are necessary, under applicable law, to establish and perfect the Agent's security interest in the Collateral. The Administrative Agent (Collateral and the Agent's rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Borrower or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to Subsidiaries, collectively, is the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case owner of the Target and its Domestic SubsidiariesCollateral, to the extent delivered to Holdings by the Target prior to the Closing Date)free from any lien, to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, encumbrance and any other than claim or demand, except for Permitted Liens or other liens which are or have been consented to by the Agent and the Majority Banks." G. Amendment to Section 6.17 (xUse of Proceeds; Regulations U and X) The first sentence of Section 6.17 of the delivery Credit Agreement is hereby amended and restated in its entirety so as to read as follows: "The proceeds of certificates evidencing Equity Interests the Revolving Credit Loans and the obtaining of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the Letters of Holdings Credit shall be used solely for the Borrower's working capital purposes (but excluding any use of such proceeds for earnout payments, contingent consideration payments or similar payments based on operating results in respect of further consideration owed by the Borrower in connection with any prior stock or asset acquisition, except that, in connection with the consummation of the SPI Sale, the Borrower may utilize the proceeds of a Revolving Credit Loan to make such a payment in the amount of up to $4,500,000 so long as all other applicable conditions of this Credit Agreement relating to the extent available to Holdings) making of a Revolving Credit Loan are satisfied and the Target Borrower makes arrangements which are satisfactory to the Majority Banks to assure the prompt repayment in full of such Revolving Credit Loan.)." H. Amendment to Section 7.4 (Financial Statements, Certificates and its Domestic Subsidiaries (in the case Information). Section 7.4 of the Target and its Domestic Subsidiaries, to Credit Agreement is hereby amended by adding thereto the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and following new subparagraph (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.h):

Collateral. The Administrative (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent (or its counsel) shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ib) certificates evidencing Equity Interests All Indebtedness of wholly-owned Domestic Subsidiaries the Borrower and each Subsidiary of the Borrower that are Material Subsidiaries of Holdings (is owing to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic SubsidiariesBorrower or a Subsidiary Guarantor shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to Holdings the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property financing statements, reasonably requested by the Target prior to the Closing Date), to the extent certificated and required Collateral Agent to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and to perfect such Liens to the other Loan Parties may instead provide guarantees extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral within forty-five (45) Business Days after 109 Agent in proper form for filing, registration or recording and none of the Closing Date (Collateral shall be subject to extensions any other pledges, security interests or mortgages, except for Liens permitted hereunder. (d) The Borrower shall deliver to be reasonably agreed upon the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Administrative Agent)Borrower, and together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any Collateral security interest (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and that a lien on the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in under the United StatesUniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot reasonably be provided or perfected on the Closing Date after Holdings’ the Borrower’s use of commercially reasonable efforts to do so so, or without undue burden or expense, then the provision creation or perfection of such collateral and perfection therein security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date, Date but may shall instead be required to be delivered or provided or perfected within ninety (90) 90 days after the Closing Date (in each case, subject to extensions to or such later date as may be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Borrower and the Administrative Agent shall have received notice from such Lender prior (with respect to Term Priority Collateral) or the proposed Closing Date specifying its objection theretoABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. The Administrative Liens granted to Collateral Agent (or its counselfor the benefit of the Secured Parties) shall have received pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral and subject to Article 9 of the UCC a valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral, upon recording of the Mortgage in the filing offices identified in Exhibit D-1, a valid lien of record and security interest in the Mortgaged Property. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property subject to Article 9 of the UCC will be perfected (i) certificates evidencing Equity Interests with respect to any property that can be perfected by filing, upon the recording of wholly-owned Domestic Subsidiaries the Mortgage or financing statements in the filing office identified in Exhibit D-1, (ii) with respect to any property that are Material Subsidiaries can be perfected by control, upon execution of Holdings the Control Agreement or the Depositary Agreement, as applicable, and (iii) with respect to the Pledged Collateral and any other property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid and to the extent available to Holdings) and the Target and its Domestic Subsidiaries (provided in the case of the Target UCC, superior and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the rights of all third Persons now existing or hereafter arising whether by way of Lien, assignment or otherwise, except Permitted Liens. As of the Closing Date), no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-1 hereto is necessary to perfect and maintain the extent certificated and required to be pledged as set out in perfection of the Loan interest, title or Liens of the Collateral Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date (or, in respect of the Mortgage and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be associated UCC fixture filings, as soon as reasonably agreed upon by the Administrative Agentpracticable thereafter), and all such filings or recordings will have been made to the extent any Collateral (including the grant Agent’s security interest can be perfected by filing. Borrower has or concurrently herewith shall have properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent with respect to all Collateral that permits perfection of any the Lien and security interestinterest described above by possession or control. Borrower’s obligations under this Agreement rank and will rank at least pari passu in priority of payment and in all other respects with all other present or future unsecured and secured Debt of Borrower, other than Debt permitted by clause (xe) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing definition of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoPermitted Debt.

Collateral. The (a) If a Collateral Trigger Event occurs, then the Borrower shall, and shall cause each of its Domestic Subsidiaries to, (a) grant to the Administrative Agent for the benefit of the Lenders a valid and perfected first priority security interest (or its counselsubject to Permitted Collateral Liens) shall have received in (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case 100% of the Target and its Capital Stock issued to such Persons by any Domestic Subsidiaries, Subsidiary (ii) 65% of the Capital Stock issued to the extent delivered to Holdings such Persons by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documentsany direct Foreign Subsidiary of such Persons, and (iii) if the Exchange has not been completed, the Intercompany Notes, and (b) execute Pledge Agreements to evidence such grant and the Administrative Agent's rights with respect thereto, and deliver to the Administrative Agent the Intercompany Notes and all certificated evidence of ownership of the applicable Capital Stock, together with allonge endorsements, stock powers or similar conveyance documents, as applicable, and any other documents or instruments that the Administrative Agent, in its sole discretion, deems necessary or desirable to create, preserve, evidence, and perfect such security interests, including without limitation, an intercreditor agreement among the holders of the Public Debentures (through their agent or trustee), the Administrative Agent and the Lenders on terms and conditions satisfactory to the Administrative Agent and the Lenders, provided that the Borrower's obligations to comply with clauses (a) and (b) of this Section 6.13 are subject to receipt of any necessary approvals of Governmental Authorities to such grant, provided further, that such approvals shall be obtained and the Borrower shall comply with clauses (a) and (b) of this Section 6.13 no later than 60 days after the occurrence of such Collateral Trigger Event, and no Borrowings shall be permitted to be made after such Collateral Trigger Event until such security interests are granted. (b) Within 60 days after the occurrence of a Collateral Trigger Event, the Borrower shall, and shall cause any applicable Subsidiary to, (i) grant to the Administrative Agent for the benefit of the Lenders a valid and perfected second priority Lien on the Borrower's leasehold interest in the Leased Property (as defined in the Permitted Synthetic Lease), subject only to (A) the Lien in favor of the Synthetic Lease Lenders thereon, and (B) Liens thereon permitted by the Permitted Synthetic Lease, (ii) copies execute a leasehold mortgage or deed of UCC financing statements for entities organized in trust or other similar conveyance document to evidence such grant and the United States. Notwithstanding anything in this Agreement Administrative Agent's rights with respect thereto, and (iii) provide to the contraryAdministrative Agent, it is understood that only Holdingsat the Borrower's sole expense, a mortgagee policy of title insurance in form and substance satisfactory to the Borrowers and the other Loan Parties organized under the laws Administrative Agent, a survey of the United States shall be Leased Property and any environmental site assessments and other due diligence items reasonably required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. (a) The Administrative Agent due and punctual payment of the principal and premium, if any, of, and interest (and Liquidated Damages, if any) on, the Notes when and as the same shall become due and payable, whether on an Interest Payment Date, at the Stated Maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests otherwise, interest on the overdue principal of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings and interest (to the extent available to Holdings) permitted by law), if any, on the Notes and payment or performance of all other obligations under this Indenture, the Notes, the Guarantees, the Collateral Agreements and the Target and its Domestic Subsidiaries (Registration Rights Agreement, shall be secured as provided in the case Collateral Agreements. (b) The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Target Collateral Agreements, to assure and its Domestic Subsidiariesconfirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes expressed herein and in the Collateral Agreements. The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Collateral Agreements to create and maintain, as security for the obligations under this Indenture, the Notes, the Guarantees, the Collateral Agreements and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein and in the Intercreditor Agreement; provided, that the Trustee's Lien securing the Collateral shall be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing the Company's and the Guarantors' obligations under the Credit Facility, but only to the extent delivered provided in the Intercreditor Agreement. (c) Simultaneously with the execution of this Indenture, the Trustee is hereby authorized and directed to Holdings by enter into the Target prior Pledge and Security Agreement, which shall be in the form attached as Exhibit E hereto, and an intercreditor agreement in the form attached as Exhibit F hereto with The Bank of New York, as administrative agent under the Credit Facility. The Trustee is further authorized and directed to enter into any other Collateral Agreements (including, without limitation, the Closing DateDeposit Account Control Agreements and any agreement, instrument or document required under the laws of the respective jurisdictions of organization of any Foreign Subsidiaries whose Equity Interests are included in the Collateral for the effectiveness or perfection of the Lien granted in favor of the Trustee in such Equity Interests), . In connection with any replacement or refinancing of any secured Indebtedness under the Credit Facility to the extent certificated permitted under Section 4.11 of this Indenture and required clause (m) of the definition of the "Permitted Liens," the Trustee is hereby authorized and directed upon request of the Company to enter into an intercreditor agreement substantially in the form attached as Exhibit F hereto with the applicable Replacement Agent (as defined in the Intercreditor Agreement). (d) The Company shall, and shall cause each of its Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable the Company or such Subsidiary to provide a Lien on any license, contract or agreement to which the Company or such Subsidiary is party and which is an Excluded Asset described in clause (c) of the definition of "Excluded Assets." (e) The Company shall use its best efforts to deliver, or cause to be pledged delivered, on or prior to April 15, 2002 (but in no event later than May 31, 2002), (i) with respect to each of its Deposit Accounts existing on the date hereof and set forth in Schedule III to the Pledge and Security Agreement, a duly executed Deposit Account Control Agreement with respect to each such Deposit Account (other than a Deposit Account that at all times has less than (A) $25,000 on deposit therein, and (B) when aggregated with all other Deposit Accounts that are not subject to a Deposit Account Control Agreement in favor of the Trustee, $100,000 on deposit therein), together with a favorable written opinion or opinions addressed to the Trustee and dated the date of delivery of the last of the Deposit Account Control Agreements delivered pursuant to this Section 11.5(e) from Jones, Day, Reavis & Pogue, as set out in counsel to the Loan DocumentsCompany and the Guaranto▇▇, ▇n form ▇▇▇ ▇▇bst▇▇▇▇ satisfactory to the Trustee, and (ii) copies with respect to any Equity Interests of UCC financing statements for entities organized Foreign Subsidiaries of the Company or the Guarantors included in the United States. Notwithstanding anything in this Agreement to the contraryCollateral (other than any Excluded Assets), it is understood that only Holdingsduly executed agreements, the Borrowers and the other Loan Parties organized instruments or documents required under the laws of the United States shall be required to provide guarantees and Collateral (subject to respective jurisdictions of organization of such Foreign Subsidiaries for the terms set forth effectiveness or perfection of the Lien granted in this paragraph) on favor of the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)Trustee in such Equity Interests, and but only to the extent any Collateral (including the grant or perfection of any security interest, other than that (x) such effectiveness or perfection can reasonably be obtained or achieved under the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case laws of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.applicable jurisdictions and

Collateral. The Administrative Agent (a) All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary owned by or its counselon behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (been pledged pursuant to the extent available to Holdings) and Pledge Agreement (except that the Target Borrower and its Domestic Restricted Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall not be required to provide guarantees and Collateral (subject to pledge more than 65% of the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection outstanding voting equity interests of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to HoldingsRestricted Foreign Subsidiary) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All outstanding equity interest in whatever form of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the proposed Closing Date specifying its objection theretoCanadian Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (c) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Administrative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (d) All documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording. (e) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the Borrower or a US Subsidiary Guarantor, a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request.

Collateral. The security interests granted to Administrative Agent pursuant to the Collateral Documents in the Collateral related to the Funded Projects (or its counselincluding equipment leased to a Project Owner pursuant to an Equipment Lease) shall have received and the Funded Turbines (ia) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent available to Holdings) and the Target and its Domestic Subsidiaries (a security interest can be perfected by filing or, in the case of the Target Accounts and its Domestic Subsidiariesthe Pledged Equity Interests (the Pledged Equity Interests being "certificated securities" as defined in Article 8 of the UCC), by possession by or on behalf of the secured party and (b) are, and, with respect to such subsequently acquired personal property, will be, as to Collateral related to the Funded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines perfected under the UCC as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise; provided, however, as set forth in the Collateral Documents, the Lien on the Collateral comprising each Project (including equipment leased to a Project Owner pursuant to an Equipment Lease) or Turbine shall not secure those Obligations relating to or arising from Projects owned by Project Owners that own one or more Projects that have achieved Operation prior to the relevant Funding Date or Turbine Funding Date, as the case may be. Except to the extent delivered possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to Holdings by the Target prior establish and perfect Administrative Agent's rights in and to the Closing Date), such Collateral to the extent certificated Administrative Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and required maintain the perfection of the interest, title or Liens of the Collateral Documents related to be pledged as set out in the Loan DocumentsFunded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and all such filings or recordings will have been made to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the Administrative Agent's security interest in which may can be perfected by the filing of a UCC financing statement for entities organized in the United States) is not filing. Each Portfolio Entity has properly delivered or cannot reasonably caused to be provided on the Closing Date after Holdings’ use of commercially reasonable efforts delivered to do so or without undue burden or expense, then the provision of Administrative Agent all such collateral and Collateral that requires perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon Lien and security interest described above by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretopossession.

Collateral. The Administrative Agent (or its counsela) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries Each Person that are Material Subsidiaries of Holdings (becomes a Guarantor after the Issue Date shall, subject to any applicable limitation in this Indenture and any Security Document, also become a party to the extent available to Holdingsapplicable Security Documents and, within the time periods set forth in ‎Section 4.15(b) and the Target applicable Security Documents, shall as promptly as practicable execute and its Domestic Subsidiaries deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that the Target and its Domestic Subsidiaries, Indenture provides may be delivered after the Issue Date (to the extent delivered to Holdings extent, and substantially in the form (as determined by the Target prior Company in good faith) delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), with such adjustments as the Company may determine in good faith are appropriate to reflect applicable law and the terms or requirements of the Credit Agreement or the First Lien Security Documents, as may be necessary to vest in the Collateral Trustee a perfected second-priority security interest (subject to Liens permitted by ‎Section 4.06 and Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guaranty and as may be necessary in order to have such property or asset added to the Closing Date)Collateral as required under, and subject to the extent certificated and required limitations set forth in, the Security Documents in order to be pledged as set out in satisfy the Loan DocumentsCollateral Vessel Requirements, and (ii) copies thereupon all provisions of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Indenture relating to the contrary, it is understood Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided that only Holdingsfor as long as the Senior Secured Credit Facility Obligations are outstanding, the Borrowers and the other Loan Parties organized under the laws of the United States shall Grantors will not be required to provide guarantees take any actions to create or perfect any liens unless such actions are required to create or perfect liens securing such Senior Secured Credit Facility Obligations. (b) On or following the Issue Date, if property is acquired by the Company or a Restricted Subsidiary (including property of a Person that becomes a new Restricted Subsidiary) and Collateral (secures any First Lien Obligations that is not automatically subject to a perfected security interest under the terms set forth Security Documents, then the Company or such Restricted Subsidiary will as promptly as reasonably practicable, but in this paragraph) any event no later than 60 days after the date on which a perfected security interest on such property secures any First Lien Obligations, provide a second Lien security interest over such property in favor of the Collateral Trustee and execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Closing Issue Date and or on the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (date first delivered in the case of Collateral that the Target and its Domestic Subsidiaries, Indenture provides may be delivered after the Issue Date or on the date first delivered in the case of Collateral that the Indenture provides may be delivered after the Issue Date (to the extent delivered to Holdings extent, and substantially in the form (as determined by the Target Company in good faith) delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), with such adjustments as the Company may determine in good faith are appropriate to reflect applicable law and the terms or requirements of the Credit Agreement or the First Lien Security Documents, as may be necessary to vest in the Collateral Trustee a perfected second-priority security interest (subject to Liens permitted by ‎Section 4.06 and Permitted Liens) in such property, including delivering all such documents and taking all such actions in order to satisfy the Collateral Vessel Requirement; provided that for as long as the Senior Secured Credit Facility Obligations are outstanding, the Grantors will not be required to take any actions to create or perfect liens or otherwise satisfy the Collateral Vessel Requirements unless such actions are required with respect to the Credit Agreement. (c) To the extent that any instrument or deliverable under the Security Documents relating to the Notes is not delivered on or prior to the Closing Date), Issue Date with respect to the extent certificated and required to be pledged as set out Collateral in existence on the Loan DocumentsIssue Date, the Issuers will, and (y) any Collateral will cause the security interest in which may be perfected Guarantors to, deliver such instruments and deliverables within 60 days following the Issue Date or such longer period of time as agreed to by the filing Collateral Trustee or such longer period of a UCC financing statement for entities organized in time granted to perfect the United States) is not or cannot reasonably be provided on corresponding liens securing the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoSenior Secured Credit Facility Obligations.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Securities, according to the extent available to Holdings) terms hereunder or thereunder, and all other obligations of the Issuer and the Target and its Domestic Subsidiaries (Guarantors to the Holders or the Trustee under the Note Documents are secured as provided in the case Note Collateral Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Note Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Target and its Domestic SubsidiariesLiens that secure the Obligations, subject to the extent delivered to Holdings by terms of the Target prior Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Note Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the Closing Date), terms of the Note Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Note Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Note Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Note Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Note Collateral Documents. (b) Each Holder, by its acceptance of a Security, (i) consents and agrees to the terms of each Note Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Note Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Note Collateral Documents, (iii) authorizes the Issuer to appoint the Note Collateral Agent to act on behalf of the Secured Parties as the Note Collateral Agent under this Indenture and the Note Collateral Documents, (iv) authorizes and directs the Note Collateral Agent to enter into the Note Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Note Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in this paragraphthe Note Collateral Documents to which the Note Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Note Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Note Collateral Agent by the terms of the Note Collateral Documents and the other Loan Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Note Collateral Documents in accordance with their terms. (c) Neither the Issuer nor any Guarantor will take or omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Note Collateral Agent on behalf of the Secured Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by law. (d) Subject to Article 6, neither the Trustee nor the Collateral (including Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the grant existence, genuineness, value or perfection protection of any security interestCollateral, other than for the legality, validity, enforceability, effectiveness or sufficiency of the Note Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (xe) The Holders agree that the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Note Collateral Agent shall be entitled to the extent available rights, privileges, protections, immunities, indemnities and benefits provided to Holdingsthe Note Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Target Note Collateral Agent to enter into and its Domestic Subsidiaries (in the case perform each of the Target First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Note Collateral Documents in each of its Domestic Subsidiaries, capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Securities) entitled to the extent delivered to Holdings by benefit of the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsFirst Lien/First Lien Intercreditor Agreement are concurrently retired, and (yii) any delivers to the Note Collateral Agent an Officers’ Certificate so stating and requesting the security interest Note Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in which may be perfected by the filing favor of a UCC financing statement designated agent or representative for entities organized the holders of the Other First Lien Debt so Incurred, the Note Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the United Statesbenefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Note Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Note Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Lien Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Note Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not or cannot reasonably be provided on itself the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expenseNote Collateral Agent, then the provision of such collateral and perfection therein shall not constitute a condition precedent Issuer will, upon request, deliver to the availability Trustee copies of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior all Note Collateral Documents delivered to the proposed Closing Date specifying its objection theretoNote Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Note Collateral Documents.

Collateral. The Administrative Agent (a) Subject to the limitations on property or its counsel) shall have received assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) certificates evidencing Equity Interests cause all of wholly-its owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral property (subject to the terms set forth exceptions contained herein and in this paragraphany Collateral Document and excluding the Excluded Assets) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by subject at all times to first priority, perfected Liens in favor of the Administrative Agent), and to Agent for the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case benefit of the Target Holders of Secured Obligations to secure the Obligations in accordance with the terms and its Domestic Subsidiaries, to conditions of the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Collateral Documents, and (y) any Collateral the security interest subject in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts all cases to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)Permitted Liens. Without limiting the generality of the provisions foregoing, the Borrower will cause the Applicable Pledge Percentage of Section 9.03(b)the issued and outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, for purposes perfected Lien in favor of determining compliance the Administrative Agent to secure the Obligations in accordance with the terms and conditions specified of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in this Section 4.01, each Lender that has signed this Agreement respect of the Capital Stock of any Pledge Subsidiary shall be deemed required hereunder to have consented tothe extent such pledge thereunder would be prohibited by applicable law, approved or accepted or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be satisfied withrequired hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, each document or other matter binding and enforceable Mortgages; (3) no Mortgages are required thereunder to be consented delivered hereunder until [ ] or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to or approved deliver such Mortgages by or acceptable or satisfactory to a Lender unless the date ultimately required by the Administrative Agent shall have received notice from such Lender prior constitute a Default under clause (d)(i) of Article VII hereof) with respect to the proposed Closing Date specifying Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its objection theretobest efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall be required hereunder to the extent the Borrower is in compliance with the Mortgage Requirement. (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), no re-granting of the security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of BBB (stable or better outlook) or higher from S&P and Baa2 (stable or better outlook) from ▇▇▇▇▇’▇.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Subject to the extent available to Holdings) Certain Funds Provision, the Documentation Considerations, the section titled “Timing for Guarantees and the Target Security” below and its Domestic Subsidiaries (in the case respect of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and any Non-US Subsidiary) the Agreed Security Principles, the Borrower Obligations and the obligations of each other Loan Parties organized Party under the laws Guaranty shall be secured by: (a) in respect of Holdings and the Borrower, such assets as are required under paragraph 4 (Overriding Principle) of the Agreed Security Principles and subject to such exclusions as specified under the Agreed Security Principles and excluding with respect to US Subsidiaries only, the Excluded Property (as defined in the Precedent Credit Agreement); (b) by the Backstop Date, a perfected pledge of all of the capital stock of each US Subsidiary; (c) by the Backstop Date, in respect each US Subsidiary only, a perfected first-priority security interest (subject to permitted liens and other exceptions the same as those set forth in the Precedent Credit Agreement) in substantially all of such US Subsidiary’s tangible and intangible personal property now owned or hereafter acquired (collectively, but excluding the Excluded Property (as defined in the Precedent Credit Agreement) on terms and conditions (including exceptions, grace periods, limitations and materiality thresholds) the same as and no less favorable to the Borrower than those set forth in the Precedent Credit Agreement and the Collateral Documents (as defined in the Precedent Credit Agreement); and (d) by the Backstop Date, in respect of each Non-US Subsidiary which is a Material Subsidiary, such other assets as are required under paragraph 4 (Overriding Principle) of the Agreed Security Principles and subject to such exclusions as specified under the Agreed Security Principles; provided, that notwithstanding the foregoing, the pledge of any capital stock of any “controlled foreign corporation” within the within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (each such subsidiary, a “CFC”) or CFC Holdco shall be limited to 65% of the voting capital stock and 100% of nonvoting capital stock of such CFC or CFC Holdco, provided that such pledge would result in adverse US tax consequences to a member of the Group as determined by Holdings (acting reasonably) (clauses (a), (b), (c) and (d) together, the “Collateral”). Notwithstanding anything to the contrary, the Collateral will exclude (x) in respect of each US Subsidiary, the Excluded Property and (y) all fee-owned and leasehold interests in real property. For the avoidance of doubt, no actions shall be required in order to create or perfect any security interest in any assets located outside of the United States and United Kingdom and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case outside of the Target United States and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoKingdom.

Collateral. (a) Each of the Borrower, Endeavor and Diamond has good and marketable title to the Collateral granted by it, and the Collateral Documents constitute the legal, valid and perfected Liens on the Collateral, free of all Liens except those permitted by this Agreement in Section 6.2. (b) The Administrative Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and New Mexico most recently delivered to the Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead the updated report by MHA Petroleum Consultants, Inc., dated effective as of October 1, 2007, and the third party engineering report prepared by MHA Petroleum Consultants, Inc., in association with ▇▇▇▇▇▇▇ Associates Inc., dated effective as of January 1, 2007) are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) the Borrower is not obligated, whether by virtue of any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be provided or perfected within ninety (90) days produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (in each case, ii) none of the Borrower’s properties is subject to extensions any contractual or other arrangement whereby payment for production is to be reasonably agreed upon deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value. (c) None of the Collateral is subject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind. (d) Endeavor has good and marketable title to the gas gathering system servicing the Collateral in East Texas. (e) On the Closing Date all of the natural gas produced by the Administrative Agent). Without limiting Borrower from (and as) Collateral in East Texas for which the generality of Borrower is the provisions of Section 9.03(b), for purposes of determining compliance with operator is sold by the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed Borrower to have consented to, approved or accepted or Endeavor at the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretowellhead.

Collateral. (a) Each of the Borrower, Endeavor and Diamond has good and marketable title to the Collateral granted by it, and the Collateral Documents constitute the legal, valid and perfected Liens on the Collateral, free of all Liens except those permitted by this Agreement in Section 6.2. (b) The Administrative Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and New Mexico most recently delivered to the Agent (or its counselon the Closing Date, the third party engineering report prepared by MHA Petroleum Consultants, Inc., dated effective as of January 1, 2008) shall have received are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) certificates evidencing Equity Interests the Borrower is not obligated, whether by virtue of whollyany payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-owned Domestic Subsidiaries that are Material Subsidiaries up” or otherwise receive material deliveries of Holdings hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value. (c) None of the Collateral is subject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind. (d) Endeavor has good and marketable title to the extent available to Holdingsgas gathering system servicing the Collateral in East Texas. (e) and On the Target and its Domestic Subsidiaries (in the case Closing Date all of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings natural gas produced by the Target prior Borrower from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the Closing Date), wellhead. (f) The Borrower is in compliance with (i) the requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to the extent certificated and required to be pledged time are timely encumbered as set out in the Loan DocumentsCollateral, and (ii) copies of UCC financing statements for entities organized the representation in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative AgentSubsection 4.21(d), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent (or its counsel) shall have received the following: (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized each appropriate jurisdiction as is necessary, in the United States. Notwithstanding anything Administrative Agent’s reasonable discretion, to perfect the Administrative Agent's security interest in this Agreement the Collateral; (ii) to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized extent required under the laws of the United States relevant jurisdiction for perfecting (or achieving the required priority with respect to) a security interest in Equity Interests pledged as Collateral for the Obligations (or any portion thereof), all certificates evidencing such Equity Interests (which, in the case of security interests whose perfection is governed by Article 8 of the UCC, shall be required limited to provide guarantees those that constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC) that are issued by any Subsidiary of Parent and Collateral (subject that are pledged to the terms set forth Administrative Agent pursuant to any Collateral Document together with duly executed in this paragraphblank, undated stock powers attached thereto; (iii) on evidence of the Closing Date completion of all other recordings and filings of, or with respect to, any Collateral Document as may be required pursuant to such Collateral Document and necessary or, in the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by reasonable opinion of the Administrative Agent), desirable, to perfect the security interests intended to be created by the Collateral Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests purported to be created by the Collateral Documents and that are required to be taken pursuant to the Collateral Documents have been taken; provided that, notwithstanding the foregoing, to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may not be perfected by (A) the filing of a UCC financing statement for entities organized (or the equivalent thereof in any applicable jurisdiction), or (B) taking delivery and possession of a stock certificate of each Borrower and each direct and indirect holding company thereof (other than the United StatesParent), as well as each material direct or indirect wholly-owned Domestic Subsidiary of the Company (other than a Foreign Holdco) is not or cannot reasonably (provided that such certificates of the Target and its material wholly-owned domestic Restricted Subsidiaries will be provided required to be delivered on the Closing Date only to the extent received from Target after Holdings’ the Company’s use of commercially reasonable efforts to do so), if the perfection of the Administrative Agent’s security interest in such Collateral may not be accomplished prior to the Closing Date after the Company’s use of commercially reasonable efforts to do so or and without undue burden or and expense, then the provision perfection of the security interest in such collateral and perfection therein Collateral shall not constitute a condition precedent to the availability of the Loans on the Closing Dateunder this Section 5.01(l) but, but instead, may instead be provided or perfected accomplished within ninety (90) 90 days after the Closing Date (in each case, subject to extensions to which date may be reasonably agreed upon extended by the Administrative AgentAgent in its reasonable discretion). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent (or its counsela) All outstanding Stock and Stock Equivalents of EFIH Finance and Oncor shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (been pledged to the extent available to Holdings) and Collateral Agent, for the Target and its Domestic Subsidiaries (in the case benefit of the Target Secured Parties, pursuant to the Final Order. (b) All Indebtedness of the Borrower and its Domestic Subsidiarieseach Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor (other than indebtedness of a Foreign Subsidiary that is owing to the Borrower or a Subsidiary Guarantor) shall, to the extent delivered exceeding $10,000,000 in aggregate principal amount, shall have been pledged pursuant to Holdings the Final Order. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Target prior to the Closing Date), to the extent certificated and required Collateral Agent to be pledged as set out in filed, registered or recorded to create the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Liens intended to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required created by any Security Document to provide guarantees and Collateral (subject to the terms set forth in this paragraph) be executed on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any Collateral (including other pledges, security interests or mortgages, except for Liens permitted hereunder; provided, however, that notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, but without limiting the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) a Lien on and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent Collateral pursuant to the availability Final Order and the Security Documents, the EFIH Debtors will not be obligated to enter into any mortgages (including a Mortgage), authorize any fixture filing, enter into any agreement requiring “control” as defined in Section 9-104, 9-105, 9-106 and 9-107 of the Loans on the Closing Date, but may instead be provided UCC as in effect in any relevant jurisdiction) or perfected within ninety (90) days after the Closing Date (to undertake any registration in each case, respect of assets subject to extensions to be reasonably agreed upon by the Administrative Agent)a certificate of title. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative The Collateral Agent shall have received notice from such Lender prior to results of a Uniform Commercial Code search for the proposed Closing Date specifying its objection theretojurisdiction of organization of the EFIH Debtors, a federal tax lien search for the jurisdiction of the chief executive office of the EFIH Debtors.

Collateral. The (a) the Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to the Credit Parties; (b) all Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or its counselany Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any (except as permitted by Section 9.17) representing such securities pledged -154- #95203802v2296160609v3 #96160609v5 (i) certificates evidencing Equity Interests except with respect to intercompany Indebtedness, all evidences of wholly-owned Domestic Subsidiaries Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that are Material Subsidiaries of Holdings (is owing to the extent available Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to Holdings) the Security Agreement, and the Target and its Domestic Subsidiaries (Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and blank; (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws all Indebtedness of the United States Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be required to provide guarantees evidenced by the Intercompany Note, which shall be executed and Collateral (subject to delivered by the terms set forth in this paragraph) Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent)Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the extent any Collateral (including the grant Agent on or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to Date notwithstanding the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ Borrower’s use of commercially reasonable efforts to do so or without undue burden or expenseso, then the provision of such collateral and perfection therein delivery thereof shall not constitute be a condition precedent to closing, and in such case the Borrower agrees to deliver same to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) Collateral Agent not later than 90 days after following the Closing Date (or such later date as the Collateral Agent shall agree in each caseits discretion); and (d) all documents and instruments, subject to extensions including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be reasonably agreed upon filed, registered or recorded to create the Liens intended to be created by the Administrative Agent). Without limiting Security Documents on the generality of Collateral owned by the provisions of Section 9.03(b)Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, for purposes of determining compliance and with the conditions specified priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in this Section 4.01appropriate form for filing, each Lender that has signed this Agreement shall be deemed to have consented to, approved registration or accepted recording under the UCC and with the United States Patent and Trademark Office or the be satisfied withUnited States Copyright Office, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoas applicable.

Collateral. The Administrative Agent (or its counsela) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries Each Person that are Material Subsidiaries of Holdings (becomes a Guarantor after the Issue Date shall, to the extent available required by this Indenture and subject to Holdings) any applicable limitation in this Indenture and any Security Document, also become a party to the applicable Security Documents pursuant to the terms of this Indenture and, within the time periods set forth in this Indenture and the Target applicable Security Documents, shall as promptly as practicable execute and its Domestic Subsidiaries deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Target and its Domestic Subsidiaries, Issue Date (to the extent extent, and substantially in the form delivered to Holdings by on the Target prior to Issue Date or the Closing Datedate first delivered, as applicable (but no greater scope))), as may be necessary to the extent certificated and required to be pledged as set out vest in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral Security Agent a perfected first-priority security interest (subject to Liens permitted by Section 4.06, the terms definition of “Permitted Liens” and the Agreed Security Principles) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in the Security Documents and thereupon all provisions of this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and Indenture relating to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented torelate to such properties and assets to the same extent and with the same force and effect. Future Liens granted pursuant to this provision shall be released as set forth in Section 4.06 or Section 11.03, approved or accepted or as applicable. In addition, a Lien of a future Guarantor granted pursuant to this Section 4.15 will be deemed to provide by its terms that it shall be automatically and unconditionally released and discharged with the be satisfied with, each document release of such future Guarantor’s Note Guarantee or other matter assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required thereunder the granting of a Note Guarantee pursuant to be consented to or approved Section 4.14 by or acceptable or satisfactory to a Lender unless such future Guarantor. The Trustee and the Administrative Security Agent shall have received notice from such Lender each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Issuers to evidence any release of a Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. (b) [reserved] (c) To the extent that any instrument or deliverable under the Security Documents relating to the Notes is not delivered on or prior to the proposed Closing Issue Date specifying its objection theretowith respect to the Collateral, the Issuers will, and will cause the Guarantors to, deliver such instruments and deliverables within 60 days from the Business Day falling immediately after the Issue Date or, if longer in accordance with the timelines for delivery of any such instrument or deliverable under the relevant Security Document.

Collateral. (a) The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan DocumentsBorrower will cause, and (ii) copies will cause each other Credit Party to cause, all of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral its owned Property (subject to the terms set forth exceptions contained herein and in this paragraphany Collateral Document) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by subject at all times to first priority, perfected Liens in favor of the Administrative Agent), and to Agent for the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case benefit of the Target Holders of Secured Obligations to secure the Obligations in accordance with the terms and its Domestic Subsidiaries, to conditions of the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Collateral Documents, and (y) subject in any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts case to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)Permitted Liens. Without limiting the generality of the provisions foregoing, the Borrower will cause the Applicable Pledge Percentage of Section 9.03(b)the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, for purposes perfected Lien in favor of determining compliance the Administrative Agent to secure the Obligations in accordance with the terms and conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved of the Collateral Documents or accepted or the be satisfied with, each document or such other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless security documents as the Administrative Agent shall have received notice from such Lender prior reasonably request to the proposed Closing extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) the vehicle titles for the motor vehicles owned by the Credit Parties on the Effective Date specifying need not be retitled to reflect the Administrative Agent as the lienholder, and no Mortgages are required to be delivered hereunder, in each case, until March 17, 2005 or such later date as the Administrative Agent may agree in the exercise of its objection theretoreasonable discretion (it being understood and agreed that the failure to deliver such retitled vehicle titles and Mortgages by the required date shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to (a) the real property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such retitled vehicle titles and Mortgages as soon as practicable after the Effective Date. (b) The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, investment grade ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3), the security interests granted pursuant to the Collateral Documents will be released (the “Collateral Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BB+ or Ba1 respectively, the Borrower and its Subsidiaries will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be permissible.

Collateral. The Administrative Agent 13.3.1 S▇▇▇▇ Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, S▇▇▇▇ Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 S▇▇▇▇ Mart agrees that in addition to its counselobligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to S▇▇▇▇ Mart that there is the occurrence and continuance of a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and S▇▇▇▇ Mart shall hold the Collateral for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in S▇▇▇▇ Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after S▇▇▇▇ Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, S▇▇▇▇ Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the S▇▇▇▇ Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as S▇▇▇▇ Mart shall require which limitations are intended to avoid disruption of S▇▇▇▇ Mart’s normal operations or any possible confusion in the mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being removed. In connection with any liquidation of the Merchandise from S▇▇▇▇ Mart’s premises, all advertising with respect to such sale shall be subject to the prior approval of S▇▇▇▇ Mart (which approval shall be given or withheld in S▇▇▇▇ Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). S▇▇▇▇ Mart shall not be deemed to have received failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, Supplier’s Lender shall not be liable for any diminution in the value of the S▇▇▇▇ Mart’s Premises or S▇▇▇▇ Mart’s business which is caused by the removal or absence of the Collateral. Supplier’s Lender does hereby agree to indemnify and hold harmless S▇▇▇▇ Mart from all damages and costs of defense (iincluding reasonable attorneys’ fees) certificates evidencing Equity Interests arising from the claims of wholly-owned Domestic Subsidiaries that are Material Subsidiaries any and all third parties, including, without limitation, Supplier, against S▇▇▇▇ Mart for complying with any directions of Holdings (Supplier’s Lender, except to the extent available S▇▇▇▇ Mart is finally determined by a court of competent jurisdiction to Holdings) and have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith. 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Target and its Domestic Subsidiaries (in the case Supplier’s Lender’s assumption of any obligations of the Target and its Domestic SubsidiariesSupplier under this Agreement. However, to the extent delivered and during the period of Supplier’s Lender’s exercise of control over the Collateral while in S▇▇▇▇ Mart’s stores, Supplier’s Lender agrees to Holdings provide by the Target prior terms hereof as they relate to the Closing Date), Collateral. 13.3.4 S▇▇▇▇ Mart will provide to the extent certificated Lender, as and required when forwarded or furnished to be pledged the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as set out S▇▇▇▇ Mart provides Supplier) of this Agreement given by S▇▇▇▇ Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 S▇▇▇▇ Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the Loan Documentsperformance of its obligations under this Agreement, and (ii) copies of UCC financing statements including, without limitation, for entities organized in paying any amounts due from the United StatesSupplier to S▇▇▇▇ Mart. Notwithstanding anything in this Agreement to the contrary, it S▇▇▇▇ Mart is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws not a beneficiary of the United States financing agreements and shall be required have no right to provide guarantees and Collateral (subject to enforce the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent thereof or assert any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoclaims hereunder.

Collateral. (a) The Administrative Agent (due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the New Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (otherwise, and interest on the overdue principal of, premium on, if any, and interest on the New Notess, according to the extent available terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to Holdings) the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Target Issuer hereby acknowledge and its Domestic Subsidiaries (agree that the Collateral Agent has a security interest in the case Collateral for the benefit of the Target Holders, the Trustee and its Domestic Subsidiariesitself, in each case pursuant and subject to the extent delivered terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC Uniform Commercial Code financing statements for entities organized in that may be necessary to continue the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers effectiveness of such Uniform Commercial Code financing statements and the other Loan Parties organized under the laws of filings with the United States shall be Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Collateral Documents, to provide guarantees create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) Each holder of New Notes, by its acceptance thereof, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral, (ii) authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Collateral Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorize and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations as set forth in this paragraphthe Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Closing Date Collateral Agent by the terms of the Collateral Documents and the other Loan Parties may instead provide guarantees Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral within forty-five granted by any grantor thereunder to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. (45c) Business Days after Notwithstanding anything to the Closing Date contrary herein or in the Collateral Agreement (but, for the avoidance of doubt, subject to extensions Section 9.10(b)) , this Indenture will not require any property or assets (including, for avoidance of doubt, Material Real Property) to be reasonably agreed upon by the Administrative Agent)pledged as Collateral, and or require any action to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiariesperfect such pledge, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and such property or assets are not required to be pledged to secure, or such action to perfect is not required to be taken with respect to, the Credit Agreement or any other Material First Lien Indebtedness (it being understood that any similar provision to this Section 13.01(c) in any Material First Lien Indebtedness shall not be deemed to be a requirement to pledge any assets or property to secure such Material First Lien Indebtedness or a requirement to take action to perfect any pledge). (d) Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture, the Intercreditor Agreements and the Collateral Documents. Furthermore, each Holder, by accepting a New Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the New Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set out forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each will be authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents. (i) Notwithstanding anything to the contrary herein or in the Loan DocumentsCollateral Documents or any other Note Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (A) any Guarantee provided by any Regulated Guarantor Subsidiary under any Collateral Document shall initially be deemed not to Guarantee this Indenture, the New Notes and the Obligations, (B) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Collateral Document shall initially be deemed not to secure this Indenture, the New Notes and the Obligations and (C) the Collateral and Guarantee Requirement, insofar as it relates to this Indenture, the New Notes and the Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as a Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, and, if such Regulated Guarantor Subsidiary is a Regulated Grantor Subsidiary, the New Notes Collateral Permit Condition (as defined below) shall also have been satisfied with respect to such Regulated Grantor Subsidiary, (x) clause (A) of this Section 13.01(i) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee this Indenture, the New Notes and the Obligations as provided in Article 12, and (y) the Collateral and Guarantee Requirement, insofar as it relates to the Note Guarantees by such Regulated Guarantor Subsidiary of this Indenture, the New Notes and the Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary to the extent otherwise provided herein. At such time as the New Notes Collateral Permit Condition shall have been satisfied with respect to any Collateral Regulated Grantor Subsidiary, and, if such Regulated Grantor Subsidiary is a Regulated Guarantor Subsidiary, the Guarantee Permit Condition shall also have been satisfied with respect to such Regulated Guarantor Subsidiary, (x) clause (B) of this Section 13.01(i) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interest interests in which may be perfected by and pledges of its assets to secure this Indenture, the filing of a UCC financing statement for entities organized New Notes and the Obligations as provided in the United StatesCollateral Documents and (y) is not or cannot reasonably the Collateral and Guarantee Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure this Indenture, the New Notes and the Obligations, shall be provided on the Closing Date after Holdings’ use of commercially reasonable efforts required to do so or without undue burden or expense, then the provision be satisfied in respect of such collateral and perfection therein shall not constitute a condition precedent Regulated Grantor Subsidiary to the availability of the Loans on the Closing Date, but may instead be extent otherwise provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent)herein. Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified As used in this Section 4.0113.01, each Lender (1) “New Notes Collateral Permit Condition” means, with respect to any Regulated Grantor Subsidiary, that (a) the Collateral Permit Condition has signed been satisfied and (b) such Regulated Grantor Subsidiary has obtained all material (as determined in good faith by the Issuer) authorizations and consents of Governmental Authorities, if any, required in order for it to become a Grantor in respect of this Agreement shall be deemed to have consented toIndenture, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless New Notes and the Administrative Agent shall have received notice from such Lender prior to Obligations under the proposed Closing Date specifying its objection theretoCollateral Documents.

Collateral. The Administrative respective liens and security interests granted to Collateral Agent (or its counselfor the benefit of the Secured Parties) shall have received pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral a valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property, in each case to the extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) certificates evidencing Equity Interests with respect to any property that can be perfected by filing, upon the filing of wholly-owned Domestic Subsidiaries financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that are Material Subsidiaries can be perfected by control, upon execution of Holdings the Control Agreement and the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens," (ii) to the extent available to Holdingsrequired by Governmental Rule, those matters described in clauses (b), (c) and the Target and its Domestic Subsidiaries (in the case g) of the Target definition of "Permitted Liens" and its Domestic Subsidiaries(iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent delivered to Holdings by possession of portions of the Target prior to Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date), ) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent certificated Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and required to be pledged as set out in maintain the Loan perfection of the interest, title or Liens of the Collateral Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and all such filings or recordings will have been made to the extent any Collateral (including the grant Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of any the Lien and security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (interest described above by possession or control to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings contemplated by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Collateral Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. (a) The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Notes Obligations owing to the extent available Secured Parties shall be secured by a Lien on the Collateral on a first-priority basis subject to Holdings) Permitted Liens and the Target Pari Passu Intercreditor Agreement, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the Issue Date or thereafter and will be secured by all of the Collateral pledged pursuant to the Security Documents delivered on the date hereof or hereafter delivered as required or permitted by this Indenture, the Security Documents and the Pari Passu Intercreditor Agreement. The Issuer, for the benefit of the Holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents and the Pari Passu Intercreditor Agreement. Each Holder by its Domestic Subsidiaries acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. (b) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents and the Pari Passu Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Pari Passu Intercreditor Agreement in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the case Security Documents and the Pari Passu Intercreditor Agreement, the Collateral as hereafter constituted shall be held for the benefit of all the Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Target Secured Parties is subject to and its Domestic Subsidiaries, to the extent delivered to Holdings qualified and limited in all respects by the Target prior to Security Documents and the Closing Date), to the extent certificated Pari Passu Intercreditor Agreement and required to actions that may be pledged as set out in the Loan Documents, and taken thereunder. (iid) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement Indenture to the contrary, it is understood that only Holdings(a) the provisions of this Article 12 shall not require the creation or perfection of pledges of or security interests in, or the Borrowers obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Issuer or any Guarantor, or the provision of Note Guarantees by any Subsidiary (i) in respect of the Issuer and the Guarantors that are Domestic Subsidiaries, if such assets constitute Excluded Assets, (ii) in respect of non-U.S. Guarantors, other Loan Parties organized under than in accordance with the laws of the United States shall be required to provide guarantees and Collateral Agreed Security Principles and/or (subject to the terms set forth in this paragraphiii) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any security interest, applicable law (other than anti-assignment provisions included in general banking conditions), (xB) violate the delivery terms of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings any contract (to the extent available to Holdings) and binding on such property at the Target and its Domestic Subsidiaries (in the case time of the Target acquisition thereof and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out not incurred in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision contemplation of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90acquisition) days after the Closing Date (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law) or (C) trigger termination of any contract pursuant to any “change of control” or similar provision (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); provided that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Excluded Assets) arising out of any contract described in this clause (iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable law (and in respect of any non-U.S. Guarantors, is otherwise effective) notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the terms of this Indenture shall be subject to extensions exceptions and limitations set forth in the Agreed Security Principles and in the Security Documents as in effect on the Issue Date, (c) the Collateral Agent shall not be authorized hereunder to take any perfection actions with respect to assets of the Issuer or any Guarantor consisting of (A) commercial tort claims with a value less than $20,000,000, (B) motor vehicles and other assets subject to certificates of title, (C) letter of credit rights that cannot be perfected by filing a financing statement under the UCC, (D) promissory notes evidencing debt for borrowed money in a principal amount individually or in an aggregate of less than $20,000,000 and (E) (i) the Capital Stock of any Immaterial Subsidiary and/or (ii) the Capital Stock of a Person that is not a subsidiary, which Person, if a subsidiary, would constitute an Immaterial Subsidiary, (d) neither the Issuer nor any Guarantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, (e) neither the Issuer nor any Guarantors shall be required to enter into any deposit account control agreement or similar agreement (including any local law equivalent), (f) there shall be no action required to be reasonably agreed upon taken by the Administrative Agent)laws of France or any non-Qualified Jurisdiction under the Security Documents in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets, (g) there shall be no guarantees governed under the laws of any non-U.S. jurisdiction, (h) there shall be no Security Documents (including security agreements and pledge agreements) governed under the laws of France or any non-Qualified Jurisdiction, (i) there shall be no perfection actions required to be taken with respect to intellectual property under the laws of any non-U.S. jurisdiction and(j) in respect of any Subsidiary which is formed or acquired after the Issue Date, the requirement to provide a Note Guarantee and Collateral by such Subsidiary shall apply on the date set forth in Section 12.05. Without limiting the generality The Credit Facilities Agent (in its reasonable discretion, acting solely on behalf of the provisions Credit Facilities lenders) may grant extensions of time under the Credit Facilities Loan for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Note Guarantee by any Subsidiary (and such extensions shall automatically apply to the timelines set forth in Section 9.03(b)12.05 in connection with the assets acquired, or Subsidiaries formed or acquired, after the Issue Date, but not, for purposes the avoidance of determining compliance with doubt, in respect of any requirements set forth in Section 12.03 in respect of (x) assets that, as of the conditions specified Issue Date, secure Obligations in this Section 4.01respect of the Credit Facilities Loan or (y) guarantees, each Lender in effect as of the Issue Date, of Obligations in respect of the Credit Facilities Loan) where it determines that has signed this Agreement shall such action cannot be deemed to have consented to, approved accomplished without undue effort or accepted expense by the time or the times at which it would otherwise be satisfied with, each document or other matter required thereunder to be consented to or approved accomplished by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from Credit Facilities Loan and this Indenture, and such Lender prior to determination will be binding on the proposed Closing Date specifying its objection theretoHolders.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (Upon delivery to the extent available to Holdings) and Notes Collateral Agent of the Target and its Domestic Subsidiaries (certificates or instruments representing or evidencing the Collateral in accordance with the Collateral Agreements and, in the case of Collateral not constituting certificated securities or instruments, the Target filing of Uniform Commercial Code financing statements in the appropriate filing office, the Notes Collateral Agent will obtain a valid and its Domestic Subsidiariesperfected security interest in such Collateral, subject only to the security interests, liens or encumbrances permitted under the Indenture, in each case, to the extent delivered to Holdings that a security interest in such Collateral may be perfected by such filings. (ii) Upon filing by the Target prior Notes Collateral Agent of (A) financing statements, (B) any filings required with the United States Patent and Trademark Office and (C) any filings required with the United States Copyright Office, the security interests granted pursuant to the Closing Date)Collateral Agreements will constitute valid and perfected security interests subject only to the security interests, liens or encumbrances permitted under the Indenture, on such Collateral described therein for the ratable benefit of the Secured Parties (as defined in the Collateral Agreements) to the extent certificated and required to that a security interest in such Collateral may be pledged perfected by such filings. (iii) The Mortgages (as set out defined in the Loan DocumentsCollateral Agreements) will be effective to grant a legal and valid mortgage Lien on all of the mortgagor’s right, title and interest in each of the Mortgaged Properties (ii) copies of UCC financing statements for entities organized as defined in the United StatesCollateral Agreements) thereunder. Notwithstanding anything When the Mortgages are duly recorded in this Agreement the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the contraryrecording of real estate mortgages generally, it is understood that only Holdingseach such Mortgage shall constitute a valid, perfected and enforceable security interest in the Borrowers and related Mortgage Property, for the other Loan Parties organized under the laws ratable benefit of the United States shall be required to provide guarantees and Collateral (Secured Parties, subject only to the terms encumbrances and exceptions to title expressly set forth in this paragraphthe commitments for mortgage title insurance and except that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability from time to time in effect relating to or affecting creditors’ rights and general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity). (iv) on All information certified by the Chief Financial Officer of the Company in the Perfection Certificate dated as of the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon delivered by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case such officer on behalf of the Target Company is true and its Domestic Subsidiaries, to correct both as of the extent delivered to Holdings by the Target prior to date hereof and as of the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Collateral. The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings Upon execution and delivery thereof by the parties thereto, the Security Documents will be effective to create (to the extent available described therein) in favor of the Collateral Agent for the benefit of the applicable Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to Holdingsenforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) all Filings (as defined in the Target Security Documents) have been completed, (b) all applicable Instruments, Chattel Paper and its Domestic Subsidiaries Documents (each as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the Cash Flow Collateral Agent or the other applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the Intercreditor Agreement, (c) all Deposit Accounts and Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required to be or is perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to HoldingsDeposit Accounts) and the Target and its Domestic Subsidiaries State of New York (in the case of Pledged Stock) from time to time) are under the Target “control” of the Collateral Agent, the Cash Flow Collateral Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the Intercreditor Agreement, and its Domestic Subsidiaries(d) the Mortgages (if any) have been duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real property mortgages generally, the security interests and liens granted pursuant to the Security Documents shall constitute (to the extent delivered to Holdings by the Target prior described therein and with respect to the Closing Date)Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected security interest in (to the extent certificated intended to be created thereby and required to be pledged as set out in perfected under the Loan Documents), all right, title and interest of each pledgor or mortgagor (yas applicable) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized party thereto in the United StatesCollateral described therein (excluding Commercial Tort Claims, as defined in the U.S. Security Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) is not with respect to such pledgor or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the mortgagor (as applicable). Notwithstanding any other provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Datethis Agreement, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified capitalized terms that are used in this Section 4.01, each Lender that has signed 7.13 and not defined in this Agreement shall be deemed to have consented to, approved or accepted or are so used as defined in the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoapplicable Security Document.

Collateral. The Administrative respective liens and security interests granted to Collateral Agent (or its counselfor the benefit of the Secured Parties) shall have received pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral a valid security interest, and (b) constitute as to the FEC Mortgaged Property and the MEC Mortgaged Property included in the Collateral a valid lien and security interest in the FEC Mortgaged Property and the MEC Mortgaged Property, respectively. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) certificates evidencing Equity Interests with respect to any property that can be perfected by filing, upon the filing of wholly-owned Domestic Subsidiaries financing statements in the filing offices identified in Exhibit D-9, (ii) with respect to any property that are Material Subsidiaries can be perfected by control, upon execution of Holdings the Control Agreements and the Depositary Agreements, and (iii) with respect to the extent available to Holdingsany property (if any) that can be perfected by possession, (i) Title Exceptions and Permitted Liens described in clauses (a) and the Target and its Domestic Subsidiaries (in the case e) of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documentsdefinition of "Permitted Liens", and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contraryextent required by Governmental Rule, it is understood that only Holdingsthose matters described in clauses (b), the Borrowers (c) and the other Loan Parties organized under the laws (g) of the United States shall be required to provide guarantees and Collateral (subject definition of "Permitted Liens". Except to the terms set forth extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Collateral Agent's rights in this paragraph) and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-9 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and all such filings or recordings will have been made to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the Agent's security interest in which may can be perfected by the filing of a UCC financing statement for entities organized in the United States) is not filing. Each Borrower Party has properly delivered or cannot reasonably caused to be delivered, or provided on the Closing Date after Holdings’ use of commercially reasonable efforts control, to do so Collateral Agent or without undue burden or expense, then the provision of such collateral and Depositary Agent with respect to all Collateral that permits perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided Lien and security interest described above by possession or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretocontrol.

Collateral. 7.1 In the cases stipulated by the Service Conditions or determined by the Bank, the Client shall be obliged to provide Collateral in order to guarantee any (payment) obligation(s) arising from the Client Agreement and the Transaction(s). The Administrative Agent (or its counsel) Collateral shall have received (i) certificates evidencing Equity Interests guarantee all obligations arising from the Client Agreement and Transaction(s), unless otherwise agreed between the Parties. The Collateral provided by a Client who is entitled to provide financial collateral under applicable legal acts is deemed as financial collateral for the purposes of wholly-owned Domestic Subsidiaries that are Material Subsidiaries the Client Agreement. 7.2 As a rule, the Client shall ensure fulfilment of Holdings (the payment obligation arising from the Transaction by providing cash collateral, which shall be transferred to the extent available Bank or blocked on the Client’s account for the benefit of the Bank. In cases stipulated in the Service Conditions or when agreed between the Parties, the Client shall guarantee fulfilment of its payment obligations by providing certain financial instruments which shall be transferred to Holdings) the Bank or blocked on the Client’s account for the benefit of the Bank. The provision of other assets as collateral shall be agreed in a separate collateral agreement. 7.3 The Client and the Target Bank shall deem the Collateral to be established when the Collateral is transferred or financial instruments or cash collateral is blocked by the Bank, unless agreed otherwise by the Parties. The Parties may conclude a separate agreement on the terms and its Domestic Subsidiaries (in the case conditions of the Target Collateral. 7.4 The Bank shall determine and its Domestic Subsidiaries, to notify the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws Client of the United States shall be required to provide guarantees and amount of the cash collateral or financial instruments upon accepting an Order in accordance with the Collateral (subject to the terms thresholds set forth in this paragraph) the Service Conditions or otherwise established by the Bank. 7.5 The Bank may waive from demanding the Collateral for Transactions to be concluded within the framework of a Service, if a corresponding limit has been established for the use of such a Service. Even if no such limits have been established, the Bank may waive from demanding the Collateral for a Transaction. However, if circumstances occur during the course of the Transaction, which, according to the Bank’s judgement, are bound to have a material effect on the Closing Date and Client’s ability to fulfil the obligations arising from such a Transaction or if the Bank decides to request Collateral due to any other Loan Parties circumstances, the Bank may instead provide guarantees and Collateral within forty-five (45) Business Days after still demand from the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then Client the provision of such collateral Collateral. 7.6 Unless otherwise provided in the Service Conditions, the Client shall provide the Bank with the Collateral in the following way: on the day of accepting the Order, the Bank shall debit the Collateral amount or financial instruments from the Client’s corresponding account. The Bank shall send a Transaction Confirmation regarding the Collateral to the Client. The Bank shall be obliged to keep the funds or financial instruments, which have been provided as the Collateral, separate from its own assets. 7.7 The Bank shall have the right to dispose over the funds or financial instruments, which have been provided as the Collateral. If the Bank disposes the Collateral, it shall ensure the return of an equal value of financial instruments or funds to the Client on the maturity date of the Collateral. 7.8 The Client shall be obliged to provide or increase the Collateral to the level established in the Service Conditions or by the Bank upon accepting the Order each time, if the ratio between the amount of the Collateral and perfection therein shall not constitute a condition precedent the comparative amount established upon accepting the Order falls below the minimum threshold stipulated in the corresponding Service Conditions or the minimum level established by the Bank upon accepting the Order and also if the Bank instructs the Client to provide or increase the Collateral. The Client is obliged to ensure, by the time established by the Bank, which is usually the same working day, the availability of sufficient funds or financial instruments required by the Loans Bank on its account for providing or increasing the Collateral. 7.9 If the Client fails to fulfil the payment obligations arising from the Client Agreement or the Transaction, the Bank shall have the right to realise any Collateral granted to the Bank or other financial instruments held in the Client’s account at any time. 7.9.1 If the object of the Collateral is financial instruments, then, upon occurrence of the realisation event, the Bank shall sell these financial instruments in a way and order as it considers appropriate and at the best price available. FR8308 7.9.2 If the objects of the Collateral are other assets, then, upon occurrence of the realisation event, the Bank shall sell these assets at its own discretion in accordance with the law and/or the collateral agreement. AS SEB Pank Tornimäe 2, 15010 Phone ▇▇▇ ▇▇▇▇ E-mail ▇▇▇▇@▇▇▇.▇▇ Supervisory authority: Financial Supervision Authority ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Phone ▇▇▇ ▇▇▇▇ E-mail ▇▇▇▇@▇▇.▇▇ 8 7.9.3 Unless otherwise provided by law, the Bank shall have the right to acquire or retain and not re-transfer the financial instruments, funds or the Client’s monetary claims against the Bank which serve as the Collateral, by immediately informing the Client of the occurrence of the realisation event.‌‌ 7.9.4 Upon the acquisition of the financial instruments provided as the Collateral, the value of the financial instruments shall be specified on the Closing Datebasis of the principles and methods established for the corresponding type of financial instruments in the Procedure for Establishing the Net Asset Value of Investment Fund Assets of the Ministry of Finance of the Republic of Estonia. 7.10 The Bank shall have the right to set off its claims with the Collateral or with the sums received as a result of realisation of the Collateral, but may instead be provided if it facilitates the execution of mutual payments arising from the Client Agreement and/or the Transaction or perfected within ninety (90) days after in other cases and if the Closing Date (in each caseBank considers it justified. In the event of set-off, the Bank shall send the Client a separate notification by indicating the calculations of claims subject to extensions set-off. 7.11 In case of insufficiency of the Collateral, the Bank shall have the right to be reasonably agreed upon seek reimbursement from other funds or financial instruments on the Client’s accounts opened with the Bank. In addition to the above rights, the Bank shall also have the right to withhold the funds necessary for the settling of the Client’s debt from the payments transferred to the Client by third parties. 7.12 The Bank shall return the Collateral provided for the Transaction, or the remainder of such Collateral (if the Transaction was executed at the expense of the Collateral) after complete fulfilment of the payment obligations arising from the Transaction. The Bank shall have the right to deduct from the sums returned to the Client all sums payable by the Administrative AgentClient (including default interest, interest, etc.) and expenses incurred by the Bank with the sales of financial instruments. 7.13 The Bank shall conclude title transfer collateral agreement (collateral which shall be transferred to the Bank) only with Clients which are classified as Professional Clients or eligible counterparty. 7.14 The Bank draws Client’s attention that by concluding title transfer collateral agreement (collateral which shall be transferred to the Bank) the following risks and consequences may occur: Client’s rights in the relevant financial instruments will be replaced by an unsecured contractual claim for delivery of equivalent financial instruments; those financial instruments will not be held by the Bank in accordance with client asset rules stated in legislation (eg asset segragation requiremenys). Without limiting ; the generality Client shall not have the right to participate in the general meeting of the provisions issuer including no right to vote or excercise other similar rights; in the event of Section 9.03(b)insolvency or default under the Agreement Client’s claim against the Bank for delivery of equivalent financial instruments will not be secured and, for purposes accordingly, you may not receive such equivalent financial instruments or recover the full value of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretofinancial instruments.

Collateral. The Administrative Agent 13.3.1 ▇▇▇▇▇ Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, ▇▇▇▇▇ Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 ▇▇▇▇▇ Mart agrees that in addition to its counselobligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to ▇▇▇▇▇ Mart that there is the occurrence and continuance of a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and ▇▇▇▇▇ Mart shall hold the Collateral for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in ▇▇▇▇▇ Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after ▇▇▇▇▇ Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, ▇▇▇▇▇ Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the ▇▇▇▇▇ Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as ▇▇▇▇▇ Mart shall require which limitations are intended to avoid disruption of ▇▇▇▇▇ Mart’s normal operations or any possible confusion in the mind of the public as to whether any of ▇▇▇▇▇ Mart’s assets are being removed. In connection with any liquidation of the Merchandise from ▇▇▇▇▇ Mart’s premises, all advertising with respect to such sale shall be subject to the prior approval of ▇▇▇▇▇ Mart (which approval shall be given or withheld in ▇▇▇▇▇ Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). ▇▇▇▇▇ Mart shall not be deemed to have received failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the mind of the public as to whether any of ▇▇▇▇▇ Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, Supplier’s Lender shall not be liable for any diminution in the value of the ▇▇▇▇▇ Mart’s Premises or ▇▇▇▇▇ Mart’s business which is caused by the removal or absence of the Collateral. Supplier’s Lender does hereby agree to indemnify and hold harmless ▇▇▇▇▇ Mart from all damages and costs of defense (iincluding reasonable attorneys’ fees) certificates evidencing Equity Interests arising from the claims of wholly-owned Domestic Subsidiaries that are Material Subsidiaries any and all third parties, including, without limitation, Supplier, against ▇▇▇▇▇ Mart for complying with any directions of Holdings (Supplier’s Lender, except to the extent available ▇▇▇▇▇ Mart is finally determined by a court of competent jurisdiction to Holdings) and have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith. 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Target and its Domestic Subsidiaries (in the case Supplier’s Lender’s assumption of any obligations of the Target and its Domestic SubsidiariesSupplier under this Agreement. However, to the extent delivered and during the period of Supplier’s Lender’s exercise of control over the Collateral while in ▇▇▇▇▇ Mart’s stores, Supplier’s Lender agrees to Holdings provide by the Target prior terms hereof as they relate to the Closing Date), Collateral. 13.3.4 ▇▇▇▇▇ Mart will provide to the extent certificated Lender, as and required when forwarded or furnished to be pledged the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as set out ▇▇▇▇▇ Mart provides Supplier) of this Agreement given by ▇▇▇▇▇ Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 ▇▇▇▇▇ Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the Loan Documentsperformance of its obligations under this Agreement, and (ii) copies of UCC financing statements including, without limitation, for entities organized in paying any amounts due from the United StatesSupplier to ▇▇▇▇▇ Mart. Notwithstanding anything in this Agreement to the contrary, it ▇▇▇▇▇ Mart is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws not a beneficiary of the United States financing agreements and shall be required have no right to provide guarantees and Collateral (subject to enforce the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), and to the extent thereof or assert any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoclaims hereunder.

Collateral. The Administrative Agent (a) From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or its counsel) shall have received (i) certificates evidencing Equity Interests otherwise, interest on the overdue principal of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings and interest (to the extent available to Holdings) permitted by law), if any, on the Notes and performance of all other obligations under this Indenture (including all Obligations hereunder), including the obligations of the Company set forth in Section 7.06 and Section 13.07, and the Target Notes and the Collateral Documents (the “Note Obligations”), shall be secured by Liens on the Collateral as provided in this Indenture and the Collateral Documents to which the Company shall become a party to on the date hereof and will be secured by all of the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture and the Collateral Documents. The Company, for the benefit of the Secured Parties, hereby appoints U.S. Bank Trust Company, National Association, as the initial Collateral Agent, and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents, including the Control Agreement. Each Holder by its Domestic Subsidiaries acceptance of any Notes irrevocably consents and agrees to such appointment. (b) Each Holder, by its acceptance of any Notes, consents and agrees to the terms of the Collateral Documents (including the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents in accordance therewith, binding such holder to the terms thereof. (c) The Trustee and each Holder, by accepting the Notes, acknowledge that, as more fully set forth in the case of Collateral Documents, the Target and its Domestic Subsidiaries, to Liens on the extent delivered to Holdings Collateral as hereafter constituted shall be held by the Target prior to Collateral Agent for the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies benefit of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers itself and the other Loan Parties organized under Secured Parties, and that the laws Lien of this Indenture and the United States shall be required to provide guarantees and Collateral (subject to the terms set forth Documents in this paragraph) on the Closing Date respect of itself and the other Loan Secured Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (is subject to extensions to be reasonably agreed upon and qualified and limited in all respects by the Administrative Agent), Collateral Documents and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries actions that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretotaken thereunder.