Common use of Collateral Clause in Contracts

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is Security Agreement and shall at all times continue each other Collateral Document is, or upon execution will be, effective to be create in favor of the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected valid security interest in the Collateral described therein and proceeds thereof (subject to Permitted Liensthe extent a security interest can be created therein under the Uniform Commercial Code). ▇▇▇▇▇▇▇▇ has good title toIn the case of the Pledged Collateral (as defined in the Security Agreement), rights when stock or interest certificates representing such Pledged Collateral (along with properly completed stock or interest powers endorsing the Pledged Collateral) and executed by the owner of such shares or interests are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement or any other Collateral Document (other than deposit accounts), when financing statements and other filings specified on Schedule 3.19 in appropriate form are timely filed in the offices specified on Schedule 3.19, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Obligors in such Collateral and the power proceeds thereof, as security for the Obligations, in each case prior and superior in right to transfer each item any other Person (except Liens permitted by Section 6.02). In the case of Collateral that consists of deposit accounts, when a control agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Obligors in such Collateral upon which it purports and the proceeds thereof, as security for the Obligations, prior and superior to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens other Person except Permitted Liensas provided under the applicable control agreement with respect to the financial institution party thereto. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations Each of the Account Debtors. Mortgages (cif any) The Collateral is not effective to create in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components favor of the Collateral shall be maintained at locations other than as provided Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and other portable electronic items used security interest in, all right, title and interest of the Obligors in the ordinary course of businessMortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages will be effective to create (ato the extent described therein) The security interest granted herein is in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and shall at all times continue to be a first priority perfected enforceable security interest in the Collateral described therein, except 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 (subject whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) the actions specified in Schedule 3 to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title the Guarantee and Collateral Agreement have been duly taken, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest in which is perfected by possession have been delivered to, rights inand/or are in the continued possession of, the Collateral Agent, (c) all Deposit Accounts, Electronic Chattel Paper and Pledged Stock (each as defined in the power Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents to transfer each item be perfected by “control” (as described in the UCC) are under the “control” of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderAgent or the Administrative Agent, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except as agent for the Collateral Accounts described Agent and as directed by the Collateral Agent and (d) the Mortgages have been duly recorded and any other formal requirements of state or local law applicable to the recording of real property mortgages in the Perfection Certificate delivered applicable jurisdiction generally have been complied with, the security interests granted pursuant thereto shall constitute (to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank the extent described therein) a perfected security interest therein, in (to the extent that perfection is intended to be created thereby and required pursuant to be perfected under the terms Loan Documents) all right, title and interest of Section 5.9(ceach pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 7 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). The Accounts are bona fideNotwithstanding any other provision of this Agreement, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that capitalized terms which are used in this Section 5.14 and not defined in this Agreement are so used as defined in the conduct applicable Security Document. Notwithstanding any other provision of its business operations as now operatedthis Agreement or of any other Loan Document, except to the extent that such failure to own Parent Borrower does not and shall not make any representation or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, licensewarranty under this Section 5.14 during, or intangible asset ofrelating to, any Collateral Suspension Period.

Collateral. (a) Each Loan Party has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and no Loan Party has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith in respect of which such Loan Party has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required under this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. (b) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (Collateral, subject only to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (bc) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates On the Effective Date, and except for the Collateral Accounts described in as disclosed on the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken on the date such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection Perfection Certificate is required pursuant to be delivered hereunder (i) the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the possesses components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Collateral. (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (e) Borrower ownsEach Loan Party is the sole (or joint with another Loan Party) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens and Permitted Licenses. Except as disclosed on the Perfection Certificate on the date such Perfection Certificate is required to be delivered hereunder, no Loan Party is a party to, nor is bound by, any Material Agreement. No Patents, registered Trademarks or registered Copyrights, in each case that are material to Borrower’s business, is owned by a Subsidiary. Each of the Copyrights, Trademarks and Patents is valid and enforceable and no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part. The Perfection Certificate provides a correct and complete list of each of Loan Party’s Patents, registered Trademarks, registered Copyrights, and material agreements under which the Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses) or licenses of Intellectual Property to third parties (other than general licenses to use a Loan Party’s software in connection with the use of its products). To each Loan Party’s knowledge, no party to any of the foregoing contracts, licenses or agreements is in material breach thereof or has failed to perform any material obligations thereunder. (f) No Loan Party has used any software or other materials that are subject to an open-source or similar license (collectively, “Open Source Licenses”) in a manner that would cause any software or other materials owned by any Loan Party or used in any Loan Party products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties for the purpose of creating modifications or derivative works, or possesses the right to use (iii) subject to the extent reasonably terms of such Open Source License. (g) Each Loan Party has all material rights with respect to Intellectual Property necessary in its business, all Intellectual Property, licenses and other intangible assets that are used or material in the operation or conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on BorrowerLoan Party’s business or operations, and no as currently conducted by such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofLoan Party.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. (other than deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the extent that perfection is required pursuant benefit of Borrower’s employees and identified to the terms of Section 5.9(cBank by Borrower as such). The Eligible Accounts are bona fide, existing obligations of the Account Debtors. (c) The No portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant otherwise disclosed to Section 6.2 (other than laptops and other portable electronic items used Bank in the ordinary course of business)writing. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 6.12. (other than laptops and other portable electronic items used d) Borrower is the sole owner, or has the right to the use, of the Intellectual Property which it owns or purports to own except for (a) licenses granted to its customers in the ordinary course of business). business or that are otherwise permitted pursuant to Section 7.1, (db) All Inventory over-the-counter software that is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use commercially available to the extent reasonably necessary public, and (c) Intellectual Property licensed to Borrower. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in its businesswhole or in part. To the best of Borrower’s knowledge, all no claim has been made that any part of the Intellectual Property, licenses and other intangible assets that are used in Property violates the conduct rights of its business operations as now operated, any third party except to the extent that such failure to own or possess the right to use such asset would claim could not reasonably be expected to have a material adverse effect on Borrower’s business business. (e) Except as noted on the Perfection Certificate or operationsas otherwise disclosed to Bank in writing, and no such assetBorrower is not a party to, to the best knowledge of Borrowernor is it bound by, conflicts with the valid Intellectual Property, license, or intangible asset ofany Restricted License.

Collateral. To secure the full and complete payment and performance of the Obligations, the Borrower, Holdings and the Operating Subsidiaries will (as applicable), and will cause each of the Loan Parties (as applicable) to, grant to the Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien on all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, pursuant to the Security Documents, including, without limitation, the following: (a) The all Capital Stock of the Borrower and the Subsidiaries of Holdings and the Borrower owned by Holdings, the Borrower or any Subsidiary of Holdings or the Borrower, other than Capital Stock of Unrestricted Subsidiaries of Holdings; (b) all of the Property (as such Property is more specifically described in the Security Documents), including tangible and intangible property and real and personal property, of Holdings and the Borrower and each Subsidiary of Holdings or the Borrower, other than Property of the Unrestricted Subsidiaries of Holdings, including, without limitation, the following: Investments (including certificates of deposit); accounts; inventory (including, without limitation, work in process); equipment; deposit accounts (including cash collateral accounts); brokerage accounts; instruments; Borrower-Owned Operating Assets; the Sprint Agreements; contract rights (including, without limitation, all contracts relating to the construction or operation of the Service Area Network, including rights of way, easements, leases and all related contracts, and all consents and waivers necessary or appropriate from all parties to such contracts, including, without limitation, all consents and waivers necessary or appropriate to permit the collateral assignment of or security interest granted herein is in such contracts); customer deposits in connection with purchase orders; general intangibles; real Property and interests therein (if and to the extent required pursuant to Section 5.4); instruments; chattel paper; Permits; Intellectual Property; and intercompany Debt (including, without limitation, Debt of the Borrower or any of its Subsidiaries owed to or held by Holdings); provided, however, that Holdings shall at all times continue not be required to be grant to the Administrative Agent a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item proceeds of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations issuance of the Account Debtors.Holdings Senior Notes; and (c) The Collateral is not in the possession all cash and non-cash proceeds and products of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)foregoing. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. The respective liens and security interests granted to Collateral Agent pursuant to the Collateral Documents constitute, as to personal property included in the Collateral, a valid first priority (asubject to Permitted Liens that have priority over the Lien and granted to the Collateral Agent resulting from operation of law) security interest and lien under the applicable UCC or other applicable law. The security interest granted herein is and shall at all times continue to be a first priority perfected security interest Collateral Agent pursuant to the Collateral Documents in the Collateral consisting of personal property or fixtures has been perfected (subject i) with respect to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toany property that can be perfected by filing, rights inupon the filing of financing statements in the filing offices identified in Schedule 4.24, (ii) with respect to any property that can be perfected by control, upon execution of the Depositary Agreement or other applicable control agreement, and (iii) with respect to any certificated securities or any property that can only 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 power UCC or otherwise as aforesaid, superior and prior to transfer each item the rights of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear all third Persons now existing or hereafter arising whether by way of Lien of any and all Liens type, assignment or otherwise, except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts Liens described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, definition of “Permitted Liens” (other than clause (a)) to the extent that perfection prior by operation of law. All such action as is required pursuant necessary to the terms of Section 5.9(c). The Accounts are bona fide, establish and perfect Collateral Agent’s rights in and to existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use has been taken to the extent reasonably necessary in its businessCollateral Agent’s security interest can be perfected by filing, all Intellectual Propertyincluding any recording, licenses and filing, registration, giving of notice or other intangible assets that are used similar action (including in the conduct U.S. Patent and Trademark Office and U.S. Copyright Office). As of its business operations as now operatedthe Restatement Effective Date, except no filing or recordation other than those listed on Schedule 4.24 is necessary to perfect and maintain the perfection and priority of the interest, title or Liens on the Collateral comprising personal property, and on the Restatement Effective Date all such filings or recordings will have been made to the extent that such failure Collateral Agent’s security interest can be perfected by filing. Borrower has properly delivered or caused to own be delivered, or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetprovided control, to Collateral Agent or Depositary all Collateral that permits perfection of the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, Lien and security interest described above by possession or intangible asset ofcontrol.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Each Loan Party has good title to, rights in, and the power to transfer pledge each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder this Agreement and the other Loan Documents, free and clear of any and all Liens except except, Permitted Liens. Each Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, in each case free and clear of Liens prohibited by this Agreement. (b) Borrower On the Closing Date, each Loan Party has no Collateral Accounts at delivered to the Lender a completed Perfection Certificate signed by such Loan Party. As of the date hereof (i) such Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) such Loan Party is an organization of the type and is organized or with any bank or financial institution other than Bank or Bank’s Affiliates except for incorporated in the Collateral Accounts described jurisdiction set forth in the Perfection Certificate, (iii) the Perfection Certificate delivered accurately sets forth such Loan Party’s organizational identification number or accurately states that such Loan Party has none, (iv) the Perfection Certificate accurately sets forth such Loan Party’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s mailing address (if different than its chief executive office), (v) such Loan Party (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction and (vi) all other information set forth on the Perfection Certificate pertaining to Bank such Loan Party is true and correct in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorsall material respects. (c) The Code financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral is not in have been prepared based upon the possession of any third party bailee (such as a warehouse) except as otherwise provided information set forth in the Perfection Certificate or as permitted pursuant to Section 6.2 and constitute all the filings, recordings and registrations (other than laptops and other portable electronic items used filings required to be made in the ordinary course United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of business). None United States Patents, United States Trademarks and United States registered Copyrights) that are necessary as of the components Closing Date to establish a valid and perfected security interest in favor of the Lender, for the benefit of the Lender, in respect of the Collateral shall in which the Security Interest may be maintained at locations other than as provided perfected by filing, recording or registration in the Perfection Certificate United States (or as permitted pursuant any political subdivision thereof). The Notices of Grant of Security Interest in Intellectual Property executed by the applicable Loan Parties containing descriptions of all Collateral that consists of material United States federally issued Patents (and material Patents for which United States federal registration applications are pending), material United States federally registered Trademarks (and material Trademarks for which United States federal registration applications are pending) and material United States federally registered Copyrights (i) have been delivered to Section 6.2 the Lender for recording with the United States Patent and Trademark Office and the United States Copyright Office, and (other than laptops ii) are sufficient to protect the validity of and other portable electronic items used to establish a legal, valid and perfected security interest (or, in the ordinary course case of business)Patents and Trademarks, notice thereof) in favor of the Lender, for the benefit of the Lender, in respect of all Collateral consisting of such Intellectual Property as of the Closing Date in which a security interest may be perfected by recording with the United States Patent and Trademark Office and the United States Copyright Office. (d) All Inventory is The Security Interest constitutes (i) a legal and valid security interest in the Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 6.2(c), a perfected security interest in all material respects Collateral in which a security interest may be perfected by filing, recording or registering a Code financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Code or other applicable law in such jurisdictions and (iii) subject to the filings described in Section 6.2(c), a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of good the Notices of Grant of Security Interest in Intellectual Property with the United States Copyright Office. The Security Interest is and marketable qualityshall be prior to any other Lien on any of the Collateral, free from material defectsother than certain statutory Liens. (e) Borrower As of the date hereof, the Loan Parties do not hold commercial tort claims in the aggregate reasonably estimated to be equal to or in excess of $10,000 except as set forth on Schedule 2 hereto. (f) The Perfection Certificate includes a complete and accurate list as of the date hereof of (i) all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents. (g) The Perfection Certificate includes a complete and accurate list of all Intellectual Property (including all applications for registration and issuance) owned by and a list of all material licensed Intellectual Property licensed by or to each of the Loan Parties (including the name/title of the property, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Lender). (h) The Perfection Certificate includes a complete and accurate description of all documents, instruments, and tangible chattel paper (each, as defined in the Code) of the Loan Parties (including the Loan Party owning such documents, instruments, and tangible chattel paper and such other information as reasonably requested by the Lender). (i) The Perfection Certificate includes a complete and accurate description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the depository institution and whether such account is a zero balance account or a payroll account, and (C) in the case of a securities account, the securities intermediary or issuer, as applicable. (j) The Perfection Certificate includes a complete and accurate description of all Electronic Chattel Paper (as defined in the Code) and Letter-of-Credit Rights (as defined in the Code) of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the Code), the account debtor and (C) in the case of Letter-of-Credit Rights (as defined in the Code), the issuer or nominated person, as applicable. (k) The Perfection Certificate includes a complete and accurate list of (i) all pledged securities and (ii) all other Equity Interests required to be pledged to the Lender pursuant to the Loan Documents (in each case, detailing the Loan Party, the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.)). (l) [reserved]. (m) The Loan Party owns, licenses or possesses the otherwise has a valid right to use to the extent reasonably necessary in its businessuse, all Intellectual Propertyof the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intangible assets intellectual property rights that are used material to the operation of their respective businesses. To the knowledge of each Loan Party, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party infringes, misappropriates, dilutes or otherwise violates in any material respect upon any rights held by any other Person. Except as set forth on Schedule 4, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of any Loan Party, threatened in writing, which, either individually or in the conduct of its business operations as now operatedaggregate, except to the extent that such failure to own or possess the right to use such asset would not could reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to Material Adverse Effect. To the best knowledge of Borrowerany Loan Party, conflicts with there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by any Loan Party, which, either individually or in the valid Intellectual Propertyaggregate, license, or intangible asset ofwould reasonably be expected to have a Material Adverse Effect.

Collateral. The Obligations shall be secured by (ai) The a perfected lien or security title and security interest granted herein is and shall at all times continue to be a first priority perfected security interest held by Agent for the benefit of Lenders in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, Mortgaged Properties and the power to transfer each item certain personal property of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, related to the extent that perfection is required Mortgaged Properties, pursuant to the terms of Section 5.9(c). The Accounts are bona fidethe Mortgage, existing obligations (ii) a perfected security interest in favor of Agent for the Account Debtors. (c) The Collateral is not benefit of Lenders in the possession personal property assets of any third party bailee Borrower pursuant to the Security Agreement, (such as iii) a warehouse) except as otherwise provided perfected security interest to be held by Agent for the benefit of Lenders in the Perfection Certificate or as permitted Ultra Lease and the Ultra Lease Guaranty pursuant to Section 6.2 (other than laptops the Assignment of Lease and other portable electronic items used Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the ordinary course of business). None of Purchase Agreement and the components of Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) a perfected security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Accounts and all monies, instruments and investments from time to time held therein, (v) a perfected pledge of and security interest in all issued and outstanding Equity Interests held by CORR in Pinedale GP pursuant to the Pledge and Security Agreement, and (vi) such additional collateral, if any, as the Borrower may agree to grant to Agent for the benefit of Lenders from time to time may accept as security for the Obligations. All such liens or security titles shall be maintained at locations other than as provided prior and superior in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, any other Person except Permitted Liens having priority by operation of law. Borrower agrees that all Intellectual Property, licenses and other intangible hereafter acquired assets that are used added to and become part of the LGS Assets shall be included in the conduct Mortgaged Properties and/or other portions of its business operations as now operated, except the Collateral. Borrower shall execute such amendments to the extent that Security Documents and/or additional Security Documents as Agent may require in order to add such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, additional assets to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofCollateral.

Collateral. (a) The security interest granted herein is 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 any Affiliates of any of the Lenders shall be secured at all times continue to be by: (i) the unconditional guaranty of 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 the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each item of the Collateral upon which it purports Companies, except Acme Finance, including without limitation the Acme Missouri Note Documents, subject only to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free (A) any prior Liens expressly permitted under this Agreement and clear (B) the exclusion of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operatedFCC License, except to the extent (if any) that such failure a security interest is permitted or not prohibited by the Communication Act of 1934, as amended, and the rules, regulations and policies of the FCC (but including, to own the maximum extent permitted by law, all rights incident or possess appurtenant to 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 Companies, subject only to any prior Liens expressly permitted under this Agreement, together with mortgagee's title insurance policies reasonably acceptable to the 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 that the Borrower, after the use such asset would 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 on Material Adverse Effect); (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding stock, partnership, membership or other ownership interests in each of the Borrower’s business 's Subsidiaries and all warrants, options and other rights to purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(ii), a first priority perfected assignment of such of the related Acquisition Documents as the Agent shall require, together with the written consents thereto of the related Seller(s) and its or operationstheir 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 2.01(a)(ii), first priority perfected collateral assignments of all such construction contracts, management agreements, programming agreements, network affiliation agreements, and no such assetother licenses, permits and authorizations (except for licenses and permits issued by the FCC to the best knowledge 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 the Lenders, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require (except to the extent that the Borrower, conflicts with after the valid Intellectual Propertyuse of commercially reasonable efforts, license, or intangible asset ofis unable to obtain any of the foregoing and the result thereof could not reasonably be expected to have a Material Adverse Effect).

Collateral. The Collateral Agent shall have received: (ai) The security interest granted herein is Each Pledge Agreement and shall at all times continue each Control Agreement, duly executed by the Persons party thereto; (ii) (A) the results of a recent search, by a Person reasonably satisfactory to be a first priority perfected security interest Collateral Agent, of the UCC or PPSA filing offices in the Collateral jurisdictions specified by each Credit Party, together with copies of all such filings disclosed by such search, and (subject B) UCC termination statements or PPSA discharge statements (or similar documents), if any, duly authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC or PPSA financing statements (or equivalent filings) disclosed in such search and set forth on Schedule 3.1(e) attached hereto (other than any such financing statements or discharge statements in respect of Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens.; (biii) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (A) certificates representing the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required shares of Capital Stock of each New Restricted Holding Company Subsidiary pledged pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations Pledge Agreements together with an undated stock power for each such certificate executed in blank by an Authorized Representative of the Account Debtors.pledgor thereof, and (B) each promissory note (if any) pledged pursuant to the Pledge Agreements endorsed in blank (or accompanied by an executed transfer form in blank satisfactory to Collateral Agent) by the pledgor thereof; (civ) The appropriately completed UCC financing statements (Form UCC-1), naming each applicable New Restricted Holding Company Subsidiary as debtor and Collateral is not Agent as secured party, in form appropriate for filing under the UCC of the State of Delaware, covering the Collateral referenced in the possession of US Pledge and Security Agreement; and (v) evidence that each Credit Party shall have taken or caused to be taken any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate other action, executed and delivered or as permitted pursuant caused to Section 6.2 be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than laptops and other portable electronic items used in as set forth herein) reasonably required by Collateral Agent to create or perfect a First Priority Lien on the ordinary course of business)Collateral. None of the components of The Liens purported to be created by the Collateral Documents shall be maintained at locations other than as provided in have attached and shall constitute valid, perfected and enforceable First Priority Liens on the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Collateral. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein is and shall in any Collateral Document and excluding the Excluded Assets) to be subject at all times continue to be a first priority priority, perfected security interest Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral (Documents, subject in all cases to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toWithout limiting the generality of the foregoing, rights inthe Borrower will cause the Applicable Pledge Percentage of 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, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and the power to transfer each item conditions of the Collateral upon which it purports 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 respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be 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; (2) no Mortgages covering real property other than Fee Owned Real Property shall be required hereunder, free and clear no Mortgages shall be required 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 any the Holders of Secured Obligations pursuant to legally valid, binding and all Liens except Permitted Liensenforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 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 deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned 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 Mortgages as soon as reasonably practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or vehicle titles shall be required hereunder to the extent the Borrower is in compliance with the Mortgage and Vehicle Title Requirement). (b) The Borrower has no Collateral Accounts at or with any bank or financial institution will, and will cause each of its Subsidiaries to, keep all Collateral, other than Bank inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations more of the Account Debtors. locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (ci) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used inventory sold in the ordinary course of business). None ; (ii) dispositions of obsolete or worn out equipment to the components 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 maintained at locations a perfected first priority Lien subject to no other Lien other than as provided 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 Perfection Certificate or as permitted 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 Section 6.2 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 than laptops and other portable electronic items used Credit Party will re-grant the security interests in the ordinary course of business). Collateral pursuant to comparable Collateral Documents (dthe “Collateral Regrant Event”) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetfurther Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), to no re-granting of the best knowledge security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of Borrower, conflicts with the valid Intellectual Property, license, BBB (stable or intangible asset ofbetter outlook) or higher from S&P and Baa2 (stable or better outlook) from ▇▇▇▇▇’▇.

Collateral. (a) The due and punctual payment of the Note 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 otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Security Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Security Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest granted herein is in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Security Documents. The Issuer and the Guarantors shall at make all times filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue to be a first priority perfected the effectiveness of such Uniform Commercial Code financing statements and filings with the United States 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 Security Documents, to 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 Security Documents in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, the terms of the Intercreditor Agreements and the power Security Documents) as a perfected security interest and within the time frames set forth therein subject to transfer each item of permitted Liens and the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free priority required by the Intercreditor Agreement and clear of any and all Liens except Permitted Liensthe other Security Documents. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith Each Holder, by its acceptance of a Note, 1. consents and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant agrees to the terms of Section 5.9(ceach Security 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 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, 2. authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and the Security Documents, 3. 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 Security Documents, 4. authorizes and directs the Collateral Agent to enter into the Security Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, 5. 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 the Security Documents to which the Collateral Agent is a party and 6. 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 Collateral Agent by the terms of the Security Documents and the 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 Notes. The Accounts are bona fide, existing obligations foregoing will not limit the right of the Account DebtorsIssuer or any Subsidiary to amend, waive or otherwise modify the Security Documents in accordance with their terms. (c) The Collateral is not in Neither the possession of Issuer nor any third party bailee (such as a warehouse) except as otherwise provided in Guarantor will take or omit to take any action which would materially adversely affect or impair the Perfection Certificate validity or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None enforceability of the components Liens in favor of the Collateral Agent on behalf of the Secured Parties with respect to the Collateral; provided, however, that the foregoing shall not be maintained at locations other than as provided in the Perfection Certificate deemed to prohibit any action or as inaction that is otherwise permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)by this Indenture or required by law. (d) All Inventory is 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 all material respects of good and marketable quality, free from material defectsdoing so. (e) Borrower owns, or possesses The Holders agree that the right to use Collateral Agent shall be entitled to the extent reasonably necessary rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture, the Intercreditor Agreements and the Security Documents. Furthermore, each Holder, by accepting a Note, consents to the terms of and authorizes and directs the Trustee (in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct each of its business operations as now operatedcapacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, except the Multi-Lien Intercreditor Agreement, any other Intercreditor Agreement and the Security Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Notes) entitled to the extent that such failure to own or possess benefit of the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsFirst Lien/First Lien Intercreditor Agreement is 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 forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no such assetapplicable 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 Officer’s 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 best knowledge holders of Borrowerthe Indebtedness constituting Junior Lien Obligations so Incurred, conflicts with the valid Intellectual PropertyCollateral Agent and/or the Trustee, licenseas applicable, or intangible asset ofshall (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 itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c5.9(a). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate (as updated from time to time in accordance with this Agreement) or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (ai) To the extent required under the Security Documents, all Capital Stock of each Subsidiary (other than Excluded Subsidiaries) of each Credit Party shall have been pledged to the Administrative Agent. (ii) [reserved]. (iii) The security interest granted herein is Administrative Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the initial Credit Extensions hereunder. (iv) The Collateral Agent shall at all times continue have received, in form and substance satisfactory to the Collateral Agent, the appropriate UCC (or equivalent) financing statements for filing in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable, to perfect the Collateral Agent’s Liens in and to the Collateral. Notwithstanding anything to the contrary herein, to the extent a first priority perfected security interest in any Collateral (the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement, the making of a federal intellectual property filing or delivery of possession of capital stock or other certificated security of any applicable Credit Party) is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the perfection of such security interest in such Collateral will not constitute a condition precedent to the availability of the Second Lien Term Loans on the Closing Date, but a security interest in such Collateral will be required to be perfected after the Closing Date pursuant to arrangements to be mutually agreed between the Borrower and the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted LiensAgent. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (i) the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and (ii) the Collateral Accounts permitted to be maintained in accordance with Section 5.9(c), in the case of each of (i) and (ii), with respect to which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to, and to the extent that perfection is required pursuant to by, the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Except for Collateral with an aggregate value not to exceed $500,000.00, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)this Agreement. None Except for components with an aggregate value not to exceed $500,000.00, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with infringes upon the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such infringement could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(c), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)6.6(b) to the extent required under Section 6.6(b) hereof. The Accounts are bona fide, existing obligations of the Account Debtors. (c) . The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted Certificate, locations disclosed to Bank pursuant to Section 6.2 (other than laptops 7.2, and other portable electronic items used locations of Experimental Compounds in the ordinary course of business)business in connection with clinical trials. None of the components of the Collateral shall be maintained at locations other than than: (i) locations as provided in the Perfection Certificate or Certificate, (ii) locations as permitted pursuant to Section 6.2 7.2, (other than laptops iii) locations of mobile equipment, including phones, tablets and other portable electronic items used computers with employees and consultants in the ordinary course of business). , (div) locations where Collateral may be temporarily located for sales, testing or demonstration purposes in the ordinary course of business, (v) locations where biopharmaceutical compounds and therapeutic materials are located in the ordinary course of business in connection with clinical trials, and (vi) other locations where not more than Fifty Thousand Dollars ($50,000.00) of Collateral in the aggregate may be located at any time. All Inventory is in all material respects of good and marketable quality, free from material defects. , except for Inventory for which adequate reserves have been made in accordance with GAAP. The foregoing representation shall not apply to Inventory consisting Experimental Compounds. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its third parties in the ordinary course of business, (b) over-the-counter software and software that is commercially available to the public, (c) licenses that are disclosed in writing to Bank pursuant to Section 6.7(b), (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate, and (e) immaterial Intellectual Property licensed to Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct ordinary course of its business. To the best of Borrower’s knowledge, each Patent (other than patent applications) which it owns or purports to own and which is material to Borrower’s business operations as now operatedis valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent that such failure to own or possess the right to use such asset claim would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsbusiness. Except as noted on the Perfection Certificate, and no such assetBorrower is not a party to, to the best knowledge of Borrowernor is it bound by, conflicts with the valid Intellectual Property, license, or intangible asset ofany Restricted License.

Collateral. Upon execution and delivery thereof by the parties thereto, the Guaranty Agreement, the Security Agreement and the Mortgages (if any) will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, 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) The security interest granted herein is all filings, registrations and shall at recordations required under the Security Agreement have been completed, (b) all times continue to be applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a first priority perfected security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Pari Passu Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, (c) all Deposit Accounts and Pledged Interests (each as defined in the Security 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 the State of New York from time to time) are under the “control” of the Collateral Agent, the Administrative Agent or the applicable Collateral Representative, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL/Term Loan Intercreditor Agreement, Pari Passu Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, and (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 Agreement and the Mortgages shall constitute (to the extent described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a perfected first priority (in the case of Term Priority Collateral) or second priority (in the case of ABL Priority Collateral), in each case, subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, in (to the extent that perfection is intended to be created thereby and required pursuant to be perfected under the terms Loan Documents), all right, title and interest of Section 5.9(ceach pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Security Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). The Accounts are bona fideNotwithstanding any other provision of this Agreement, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets capitalized terms that are used in this Subsection 5.13 and not defined in this Agreement are so used as defined in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofapplicable Security Document.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts with Borrower’s Account Banks or the other investment accounts, if any, described in the Perfection Certificate delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein. On the Effective Date, to the extent Collateral (other than raw materials or unfinished products that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (cmay be in transit or located at third party manufacturing sites) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Certificate. None of the components of the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) shall be maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.2 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than laptops raw materials or unfinished products that may be in transit or located at third party manufacturing sites), then Borrower will first receive the written consent of Collateral Agent and other portable electronic items used such bailee must execute and deliver a bailee agreement in the ordinary course of business). (d) form and substance satisfactory to Collateral Agent in its reasonable discretion. All Inventory is in all material respects of good and marketable (although not necessarily approved for sale to the public as regulated by the FDA) quality, free from material defects. (e) . Borrower owns, or possesses is the right to use to the extent reasonably necessary in sole owner of its business, all Intellectual Property, except for licenses permitted by the terms of Section 7.1 hereof and other intangible assets that those licenses described in the Perfection Certificate. Schedule 5.2 sets forth all patents and patent applications owned or exclusively licensed to Borrower and indicates which of such patents and patent applications are used in owned by Borrower and which are licensed by Borrower from third parties (the “Licensed IP”). The Licensed IP is not necessary for the conduct of its business operations as now operatedBorrower’s Ataluren (PTC124), PTC299 and GEMS research and development programs nor the manufacture, sale and marketing of products, if any, which may be developed from such programs. Each issued Patent owned by Borrower is, to the best of Borrower’s knowledge, valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent that such failure to own or possess the right to use such asset would claim could not reasonably be expected to have a material adverse effect on Borrower’s business business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or operationsother agreement with respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). In respect of such licenses or agreements, Borrower shall take such steps as Collateral Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and no (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such assetCollateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the preceding sentence shall not apply to exclusive and non-exclusive license agreements solely for the best knowledge use of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofintellectual property of a third party in which Borrower is licensee.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and Borrower has no Collateral does not have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, therein (to the extent that perfection is required pursuant to the terms of Section 5.9(chereby). The Accounts are bona fide, existing obligations of the Account Debtors. (b) The provisions of this Agreement are sufficient to create a legal and valid security interest in the Collateral in favor of Collateral Agent, and, assuming the proper filing of one or more financing statement(s) identifying the Collateral (as proposed to be filed by Collateral Agent) with the Secretary of State of Delaware, the security interest in the Collateral granted to Collateral Agent pursuant to this Agreement will be perfected in that portion of such Collateral in which a security interest may be perfected by the filing of a financing statement under the Code (excluding commercial tort claims and timber to be cut) and to the extent perfected in accordance with the foregoing, such security interests will constitute first priority security interests, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. (c) The On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee, and (ii) no such third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the possesses components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 excess of Two Hundred Fifty Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$250,000.00). (d) All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct each of its business operations Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as now operatednoted on the Perfection Certificates, except to the extent that such failure to own neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofother Material Agreement.

Collateral. (ai) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in Without the Collateral (consent of any other person, but subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe terms of any applicable Intercreditor Agreement, rights in, the applicable Credit Party or Credit Parties and the power to transfer each item of the Administrative Agent and/or Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderAgent may (in its or their respective sole discretion, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinshall, to the extent that perfection is required pursuant by any Loan Document enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument), to effect the terms granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of Section 5.9(c). The Accounts are bona fide, existing obligations any security interest in any Collateral or additional property to become Collateral for the benefit of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Secured Parties, or as permitted pursuant required by local law to Section 6.2 (other than laptops and other portable electronic items used in give effect to, or protect any security interest for the ordinary course of business). None benefit of the components Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 Law (other than laptops and other portable electronic items used in the ordinary course of businessincluding local law). (dii) All Inventory is Notwithstanding anything in all material respects this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of good time for the satisfaction of any of the requirements under Sections 5.10 and marketable quality, free from material defects5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of the Borrower and the Restricted Subsidiaries by the time or times at which any such requirement would otherwise be required to be satisfied under this Agreement or any Security Document. (eiii) Borrower ownsThe Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the Payment in Full of the Obligations, (ii) upon the sale or possesses the right other disposition of such Collateral to use any Person other than another Credit Party, to the extent reasonably necessary such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by any Credit Party upon its businessreasonable request without further inquiry), all Intellectual Property(iii) if the release of such Lien is approved, licenses and authorized or ratified in writing by the Required Lenders (or such other intangible assets that are used percentage of the Lenders whose consent may be required in the conduct of its business operations as now operatedaccordance with this Section 10.02), except (iv) to the extent that the property constituting such failure Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the final paragraph of Section 9.10), (v) as required to own effect any sale or possess other disposition of Collateral in connection with any exercise of remedies of the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, Collateral Agent pursuant to the best knowledge of Borrower, conflicts with the valid Intellectual Property, licenseSecurity Documents, or intangible asset of(vi) if such assets constitute Excluded Property.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the date hereof, Holdco shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (aor such later date as the Administrative Agent may agree) The security interest granted herein is and shall at all times continue to be grant to the Collateral Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collateral (subject to Permitted Liens)) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. ▇▇▇▇▇▇▇▇ has good title Holdco will, and will cause the Borrower and each of the Guarantors to, rights in, and at the power to transfer each item expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral upon which it purports as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither Holdco, the Borrower nor any other Guarantor shall be obligated hereby to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear grant a security interest in any asset if the granting of such security interest would result in the violation of any and all Liens except Permitted Liens. applicable law or regulation, (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank shall not include a perfected security interest therein, in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations relevant provisions of the Account Debtors. Uniform Commercial Code), (c) The Collateral is not in fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the possession of any third party bailee Collateral, (such as a warehoused) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate not include cash and cash equivalents, accounts receivable or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower ownsPortfolio Securities, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such failure security interest would outweigh the benefit to own or possess the right to use such asset Lenders and other assets in which it may determine that the taking of a security interest would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsadvisable, and (g) no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, foreign law security or intangible asset ofpledge agreements shall be required.

Collateral. (a) The provisions of this Agreement and the other Loan Documents are effective to create in favor of Agent a valid and enforceable security interest granted herein or other Lien in all right, title, and interest of each Loan Party which is a party hereto or thereto (as applicable) in, to and shall at all times continue to upon the collateral the subject thereof, and, upon the filing of appropriate UCC financing statements in the jurisdictions listed on the Due Diligence Certificate, such security interest will be a duly perfected and first priority perfected security interest in all the Collateral (collateral with respect to which a security interest may be perfected by filing a UCC financing statement in such jurisdiction, subject to no Liens other than Permitted Liens). ▇▇▇▇▇▇▇▇ . (b) Borrower and each of the Loan Parties has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and neither Borrower has no Collateral nor any of its Domestic Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Agent in connection herewith and with respect of which Borrower or the applicable Loan Party has given Agent notice and taken such actions as are necessary to give Bank Agent a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are receivable are, and/or when arising will be, bona fide, existing obligations of the Account Debtors. (c) The On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as permitted pursuant to Section 6.2 of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$250,000). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.11. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower ownsand each of the Loan Parties is the sole owner of the Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and other licenses permitted under Section 7.1. Except as noted on the Perfection Certificates as of the Effective Date, neither Borrower nor any of the Loan Parties is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Loan Party is the licensee (i) that prohibits or otherwise restricts Borrower or such Loan Party from granting a security interest in Borrower’s or such Loan Parties’ interest in such material license or material agreement or any other property, or possesses the (ii) a default or termination of which could materially interfere with Agent’s or any Lender’s right to use sell any Collateral. Borrower shall provide written notice to Agent and each Lender, no less frequently than quarterly, within thirty (30) days after the end of each quarter, of Borrower or any of Loan Party entering into or becoming bound by any material, inbound license or similar material agreement regarding Intellectual Property (other than over-the-counter software that is commercially available to the extent reasonably necessary in its businesspublic). Borrower shall, all Intellectual Propertyand shall cause each Loan Party to, use commercially reasonable efforts to exclude from the terms of such licenses and or agreements (other intangible assets than over-the-counter software that are used in the conduct of its business operations as now operated, except is commercially available to the extent public) entered into after the Effective Date any provisions therein that would restrict or prohibit such failure to own licenses or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, licenseagreement, or intangible asset ofrights thereunder, from becoming subject to a security interest in favor of Agent.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, has rights in, and has the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts described in permitted by the Perfection Certificate delivered to Bank in connection herewith and terms of Section 6.6 hereof with respect of which Borrower has taken taken, subject to the terms of Section 6.12, such actions as are necessary to give Bank Agent for the ratable benefit of all Lenders a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (cb) The On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as permitted pursuant to Section 6.2 of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Twenty-Five Thousand Dollars (other than laptops and other portable electronic items used $25,000) except as set forth in the ordinary course of businessSchedule 5.2(a). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.2 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of Twenty-Five Thousand Dollars (other than laptops $25,000), then Borrower will first receive the written consent of Agent and other portable electronic items used such bailee must execute and deliver a bailee agreement in the ordinary course of business)form and substance satisfactory to Agent in its sole discretion. (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Except as noted on the Perfection Certificate, as of the Effective Date Borrower ownsis not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or possesses the (b) for which a default under or termination of could interfere with Agent’s right to use sell any Collateral. Borrower shall provide written notice to Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the extent reasonably public). Borrower shall take such commercially reasonable steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary in its business, for (x) all Intellectual Property, such licenses or agreements to be deemed “Collateral” and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected for Agent to have a material adverse effect on Borrower’s business security interest in it that might otherwise be restricted or operationsprohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and no (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such asset, to Collateral in accordance with Agent’s rights and remedies under this Agreement and the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofother Loan Documents.

Collateral. (a) The provisions of each of the Security Agreements, when executed and delivered, will constitute in favor of the Administrative Agent for the ratable benefit of the Lenders, a legal, valid and enforceable security interest granted herein in all right, title, and interest of the Borrower and any of the other Loan Parties which is a party to such Security Agreement, as the case may be, in the Collateral described in such Security Agreement. As of the Closing Date, when financing statements have been filed in the offices in the jurisdictions listed in Schedule 3 to the Guarantee and Collateral Agreement, when appropriate filings have been made in the U.S. Patent and Trademark Office and the U.S. Copyright Office, and when such other actions as are described in each of the Security Agreements have been taken in accordance with the Security Agreements, each of the Security Agreements shall at constitute a perfected security interest in all times continue right, title and interest of the Borrower or such other Loan Parties, as the case may be, in the Collateral described therein and a perfected first lien on, and security interest in, all right, title and interest of the Borrower or such other Loan Parties, as the case may be, in the Collateral described in each Security Agreement (except, in the case of Collateral, other than Pledged Stock, for Liens which are permitted by subsection 8.3 and whose priority cannot be superseded by the provisions hereof or of any Security Agreement and the filings hereunder or thereunder). (b) From the date 60 days following the Effective Date and thereafter (unless released pursuant to the terms thereof), each of the Mortgages shall be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 5.19(b), each such Mortgage shall constitute a first priority perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral Mortgaged Properties and the proceeds thereof, as security for the Obligations (subject as defined in the relevant Mortgage), in each case prior and superior in right to Permitted Liens)any other Person except for Liens permitted under subsection 8.3 and whose priority cannot be superseded by the provisions hereof or of any Security Agreement and the filings hereunder or thereunder. Schedule A lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date, other than the real property located at ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ has good title to▇▇▇▇, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens▇▇. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is Intercreditor and shall at all times continue to be Security Agreement creates a first priority perfected valid and continuing security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toas defined in the applicable UCC) now existing and described therein, rights in, and securing the power to transfer each item payment of the Collateral upon which it purports Obligations. All action necessary to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderperfect such security interest has been taken and such security interest has priority over any other Lien on such Collateral, free and clear of any and all Liens except for Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors.[RESERVED] (c) The Collateral is not Lessor Mortgage creates a valid Lien on the Company's interest in the possession "Land" (as defined therein) and all rent and other amounts payable under the Lease and the Agreement for Lease, in each case securing the payment of any third party bailee (such as a warehouse) except as otherwise provided the Obligations, the filing of all appropriate Lessor Financing Statements in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used proper filing office in the ordinary course of business). None of appropriate jurisdictions under Applicable Law in order to perfect the components of security interest in the Collateral shall be maintained at locations have been completed, and such Lien has priority over any other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Lien on such Collateral, except for Permitted Liens. (d) All Inventory Other than the security interest granted to the Collateral Agent pursuant to the Existing Credit Agreement, this Agreement and the Security Documents, the Company has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Company has not authorized the filing of and is in all material respects not aware of good and marketable quality, free from material defectsany financing statements against the Company that include a description of the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated. (e) Borrower owns, or possesses The Collateral Assignment of the right to use to Lessee Mortgage creates a valid Lien on the extent reasonably necessary in its businessLessee Mortgage described therein securing the payment of the Obligations, all Intellectual Property, licenses action necessary to perfect such Lien has been taken and such Lien will have priority over any other intangible assets that are used in the conduct of its business operations as now operatedLien on such Lessee Mortgage, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset offor Permitted Liens.

Collateral. (ai) Except as set forth on Schedule 2.17(g)(i): (A) no part of any Collateral securing an Owned Mortgage Loan has been condemned; (B) there is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting any Borrower or any of the Collateral securing an Owned Mortgage Loan that, if determined adversely to such Borrower or Collateral, would reasonably be expected to adversely affect the value of such Collateral; and (C) there is no casualty affecting any portion of the Collateral securing an Owned Mortgage Loan. (ii) To the knowledge of the Company, all of the real property and improvements included in the Collateral securing each Owned Mortgage Loan comply in all material respects with all applicable zoning, land use, environmental and other Applicable Law, as well as any regulatory agreement or restrictive covenant affecting such Collateral. There is no pending action or proceeding directly involving any mortgaged Collateral securing an Owned Mortgage Loan of which the Company or any Company Subsidiary is aware in which compliance with any environmental law, rule or regulation is an issue; and to the knowledge of the Company, nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property. (iii) If an Owned Mortgage Loan is secured by a long-term residential lease, (A) the lessor under the lease holds a fee simple interest in the land; (B) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor’s consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (C) the terms of such lease do not (1) allow the termination thereof upon the lessee’s default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (2) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (3) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (4) permit any increase in rent other than pre-established increases set forth in the lease; (D) the original term of such lease is not less than 15 years; (E) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (F) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice. (iv) The security interest granted herein is Company and shall the Company Subsidiaries have properly filed or caused to be properly filed all Uniform Commercial Code financing statements, including all extension statements, in the appropriate offices required to perfect and maintain a valid Lien in all Collateral for which a filing of a Uniform Commercial Code financing statement may be used to perfect and maintain a valid Lien in such Collateral. (v) The Collateral securing each of the Owned Mortgage Loans is, and has been at all times continue to be a first priority perfected security interest in the during which such Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tosecured an Owned Mortgage Loan, rights in, covered by policies of hazard and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinflood insurance, to the extent that perfection is required pursuant by Applicable Law, all in a form usual and customary in the industry and all of which are in full force and effect, and all amounts due and payable under each policy have been, or will be, paid prior to the terms of Section 5.9(c)Closing Date. The Accounts are bona fideAll fire and casualty policies covering the real property and improvements encumbered by each Mortgage related to an Owned Mortgage Loan (1) name the mortgagee and its successors and assigns as the insured under a standard mortgage clause, existing obligations (2) to knowledge of the Account DebtorsCompany, are in full force and effect, and (3) afford insurance against fire and such other risks as are usually insured against in the special risk or all risk form of extended coverage insurance generally available. Each Mortgage or other related Loan Document for each Owned Mortgage Loan provides that insurance proceeds and condemnation proceeds will be applied to either restore or repair the related mortgaged Collateral or repay the principal of the related Owned Mortgage Loan, with, in some cases, the related Borrower being entitled to receive proceeds in excess of the amount utilized to restore or repair the related mortgaged Collateral. (cvi) To the knowledge of the Company, there are no uninsured casualty losses to the premises securing the Owned Mortgage Loans or any casualty losses to such premises where coinsurance has been or will be claimed by the insurance company or where the loss, exclusive of contents, is greater than the net recovery from the casualty insurance carrier. To the knowledge of the Company, all damage with respect to which casualty insurance proceeds have been received by or through the Company or any Company Subsidiary has been repaired or is in the process of being repaired with such proceeds. (vii) To the knowledge of the Company, there are no structural defects affecting any of the improvements included in the Collateral securing the Owned Mortgage Loans, other than defects for which adequate reserves have been established by the Borrower with the Company or any Company Subsidiary and which are identified on Schedule 2.17(g)(vii). (viii) In the event that an Owned Mortgage Loan is secured by a deed of trust, all Applicable Law with respect to the trustee’s service under such deed of trust have been complied with or, if not complied with, can be cured solely by substituting trustees thereunder and by filing a substitution of trustee document in the appropriate filing or recording office. (ix) To the knowledge of the Company, the mortgaged Collateral securing each Owned Mortgage Loan is lawfully occupied under Applicable Law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the such mortgaged Collateral and, with respect to the use and occupancy of the same, including certificates of occupancy, have been made or obtained from the appropriate authorities. (x) The source of the down payment with respect to each Owned Mortgage Loan has been verified in accordance with the guidelines of the Company or a Company Subsidiary, a true and complete copy of which have been made available to the Buyer, unless such Owned Mortgage Loan is in an acceptable program that does not require verification of assets. (xi) Each Mortgage or other Loan Document related to each Owned Mortgage Loan contains an enforceable provision for the acceleration of the unpaid balance of the related Owned Mortgage Loan, if, without prior consent of lender or satisfaction of certain conditions, the related mortgaged Collateral or interest therein is not directly or indirectly transferred or sold or encumbered (including in connection with subordinate financing) without the prior written consent of the mortgagee thereunder. (xii) The mortgaged Collateral securing an Owned Mortgage Loan is located in the possession state identified in Schedule 2.17(a) and consists of a contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a townhouse; provided, however, that any third party bailee (condominium project or planned unit development shall conform with the Applicable Law regarding such as a warehouse) except as otherwise provided in the Perfection Certificate dwellings. No mortgaged Collateral securing an Owned Mortgage Loan consists of manufactured homes, log homes, mobile homes, geodesic domes or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)unique property types. None of the components mortgaged Collateral securing an Owned Mortgage Loan is comprised in whole or part of cooperative units. As of the respective appraisal date for each item of mortgaged Collateral, no portion of such mortgaged Collateral shall be maintained at locations other than as provided in was being used for commercial or mixed-use purposes and, to the Perfection Certificate Company’s or as permitted pursuant to Section 6.2 Company Subsidiaries knowledge, since the date of such Appraisal, no portion of such mortgaged Collateral has been used for commercial purposes. No Owned Mortgage Loan finances builder inventory. If the mortgaged Collateral securing an Owned Mortgage Loan is a condominium unit or a planned unit development (other than laptops and other portable electronic items used in the ordinary course of business)a de minimus planned unit development) such condominium or planned unit development project complies with Applicable Law. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent and each Lender in connection herewith and which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)5.7. The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate or for which notice has been given to Agent pursuant to and in accordance with Section 5.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. The respective liens and security interests granted to Collateral Agent pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral a valid security interest under the applicable UCC and (b) constitute as to the Mortgaged Property included in the Collateral a valid lien and security interest in the Mortgaged Property under the laws of the State of Utah. The security interest granted herein is and shall at all times continue to be a first priority perfected security interest Collateral Agent pursuant to the Collateral Documents in the Collateral consisting of personal property has been perfected (subject 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 requirement 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). ▇▇▇▇▇▇▇▇ has good title to” and (II) to the extent required by Governmental Rule, rights in, and Permitted Liens described in the power to transfer each item other clauses of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear definition of any and all Liens except “Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken ” All such actions action as are is necessary to give Bank a perfected security interest therein, establish and perfect Collateral Agent’s rights in and to existing Collateral has been taken to the extent that perfection is required pursuant to the terms Collateral Agent’s security interest can be perfected by filing, including any recording, filing, registration, giving of Section 5.9(c)notice or other similar action. The Accounts are bona fide, existing obligations As of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Closing Date, no filing, recordation, re-filing or as permitted pursuant to Section 6.2 (re-recording other than laptops those listed on Exhibit D-5 is necessary to perfect and other portable electronic items used in maintain the ordinary course of business). None perfection of the components of interest, title or Liens on the Collateral shall be maintained at locations other than as provided in comprising personal property, and on the Perfection Certificate Closing Date all such filings or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use recordings will have been made to the extent reasonably necessary in its businessCollateral Agent’s security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetprovided control, to Collateral Agent or Depositary all Collateral that permits perfection of the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, Lien and security interest described above by possession or intangible asset ofcontrol.

Collateral. (a) The security interest granted herein is All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary directly owned by or on behalf of any Credit Party shall at all times continue have been pledged pursuant to the Pledge Agreements (except that the Borrower and its Restricted Subsidiaries shall not be a first priority perfected security interest in required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Administrative Agent or the Collateral (subject Trustee, as applicable, shall have received all certificates representing securities pledged under the Pledge Agreements to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe extent certificated, rights in, accompanied by instruments of transfer and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensundated stock powers endorsed in blank. (b) All Indebtedness for borrowed money in excess of $1,000,000 of the Borrower has no Collateral Accounts at and each Subsidiary that is owing to any Credit Party shall be evidenced by one or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith more global promissory notes and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required shall have been pledged pursuant to the terms Pledge Agreements, and the Administrative Agent or the Collateral Trustee, as applicable, shall have received all such promissory notes, together with instruments of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorstransfer with respect thereto endorsed in blank. (c) The 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 or Collateral is not in Trustee, as applicable, to be filed, registered or recorded to create the possession of any third party bailee (Liens intended to be created by the Security Agreements and perfect such Liens to the extent required by, and with the priority required by, the Security Agreements and each Mortgage, as a warehouse) except as otherwise provided in applicable, shall have been filed, registered or recorded or delivered to the Perfection Certificate Administrative Agent for filing, registration or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)recording. (d) All Inventory is The Collateral Trustee shall have received, in all material respects respect of good and marketable qualityeach Mortgaged Property owned by the Borrower or a 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 from material defectsof any other Liens except as expressly permitted by Section 10.2 or the Collateral Trustee, together with such endorsements, coinsurance and reinsurance as the Collateral Trustee may reasonably request. (e) The Borrower ownsshall deliver to each of the Administrative Agent and the Collateral Trustee a completed Perfection Certificate, or possesses executed and delivered by an Authorized Officer and the right to use to chief legal officer of the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts together with the valid Intellectual Property, license, or intangible asset ofall attachments contemplated thereby.

Collateral. (a) The security interest granted herein is and shall at all times continue In order to be create in favor of Collateral Agent, for the benefit of Secured Parties, a first priority valid, perfected First Priority security interest in the Collateral, Collateral Agent shall have received: (subject i) evidence reasonably satisfactory to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toCollateral Agent of the compliance by each Loan Party with its obligations under the Pledge and Security Agreement and the other Collateral Documents (including, rights inwithout limitation, such Loan Party’s obligations to authorize or execute, as the case may be, and the power to transfer each item deliver UCC financing statements, originals of Securities, instruments and chattel paper); (ii) a completed Perfection Certificate dated as of the Closing Date and executed by an Authorized Officer of each Loan Party, together with all attachments contemplated thereby, together with (A) the results of a recent search, by a Person reasonably satisfactory to Collateral upon which it purports Agent, of all effective UCC financing statements (or equivalent filings) made with respect to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderany personal or mixed property of Parent, free Fortegra and clear each Loan Party, and (B) UCC termination statements (or similar documents) duly authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search in respect of any and all Liens except Permitted Liens.prohibited by Section 6.2; and (biii) Borrower has no Collateral Accounts at evidence that each Loan Party shall have taken or with caused to be taken any bank other action, executed and delivered or financial institution caused to be executed and delivered any other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered agreement, document and instrument (including without limitation, (A) any intercompany notes evidencing Indebtedness permitted to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted be incurred pursuant to Section 6.2 6.1(b) and (B) Securities, if any, representing the Pledged Fortegra Capital Stock (provided, that the Administrative Agent acknowledges that as of the Closing Date the Pledged Fortegra Capital Stock is uncertificated)) and made or caused to be made any other filing and recording (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the as set forth herein) reasonably required by Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Agent. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is and shall at all times continue to be This Agreement creates a first priority perfected valid security interest in the Collateral of each Borrower, to the extent a security interest therein can be created under the Uniform Commercial Code, securing the payment of the Obligations. Upon the filing of a financing statement under the Uniform Commercial Code with respect to each Borrower, Agent shall have a second priority perfected security interest (subject only to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of Encumbrances) in the Collateral upon which it purports of each Borrower to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear the extent such security interest can be perfected by the filing of any and all Liens except Permitted Liensa financing statement. (b) Borrower Each of the Borrowers has no Collateral Accounts at (i) good, sufficient and legal title to (in the case of fee interests in Real Property), (ii) valid leasehold interests in (in the case of leasehold interests in real or with any bank or financial institution personal property), and (iii) good and marketable title to (in the case of all other than Bank or Bank’s Affiliates personal property), all of its assets that are material to the conduct of its business. All of such assets are free and clear of Liens except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account DebtorsPermitted Encumbrances. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None All of the components of Pledged Interests are duly authorized, validly issued and, to the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops extent applicable, fully paid and other portable electronic items used in the ordinary course of business)non-assessable. (d) All Inventory is Subject to any carve outs with respect to amounts as set forth in this Agreement, all material respects actions necessary to perfect and establish the second priority of, or otherwise protect, Agent’s Liens in the Investment Property, and the proceeds thereof, have been duly taken, upon (i) the execution and delivery of good this Agreement; (ii) the taking of possession by Agent (or its bailee, agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer reasonably acceptable to Agent) endorsed in blank by any Borrower, as applicable; and marketable quality, free from material defects(iii) the filing of financing statements for each Borrower with respect to the Pledged Interests of such Person that are not represented by certificates. (e) Each Borrower ownshas delivered to and deposited with Agent (or its bailee, agent or possesses designee) all certificates representing the right to use Pledged Interests owned by such Person to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer reasonably necessary acceptable to Agent) endorsed in its businessblank with respect to such certificates. None of the Pledged Interests owned or held by such Person have been issued or transferred in violation of any securities registration, all Intellectual Propertysecurities disclosure, licenses or similar laws of any jurisdiction to which such issuance or transfer may be subject. (f) No Consent of any Governmental Body or any other Person is required for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the Investment Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Property by laws affecting the offering and other intangible assets sale of securities generally and except for Consents that have been obtained or given (as applicable) and that are used still in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset offorce.

Collateral. (A) The Collateral Agent shall have received on the Closing Date the following, in the form and substance reasonably satisfactory to the Initial Purchaser: (i) appropriately completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Documents; (ii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Document, other than such financing statements that evidence Permitted Liens and financing statements that evidence liens incurred in connection with the Company’s 8.250% Senior Secured Notes due 2018); (iii) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; (B) The Collateral Agent and its counsel shall be reasonably satisfied that (a) The security interest the Lien granted herein is and shall at all times continue to be a first priority perfected security interest the Collateral Agent, for the benefit of the holders of the Notes in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, collateral described above is of the priority described in the Time of Sale Document and the power to transfer each item Final Offering Memorandum and (b) no Lien exists on any of the collateral described above, other than the Lien created in favor of the Collateral upon which it purports Agent, for the benefit of the holders of the Notes pursuant to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except a Collateral Document in each case subject to the Permitted Liens.; (bC) Borrower has no Collateral Accounts at All Uniform Commercial Code financing statements or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is similar financing statements required pursuant to clause (c)(A)(i) above (collectively, the terms of Section 5.9(c“UCC Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). The Accounts are bona fideFiling Agent shall have acknowledged in a writing that is reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s receipt of all UCC Statements, existing obligations of and (ii) that the Account Debtors. (c) The Collateral is not UCC Statements have either been submitted for filing in the possession of any third party bailee (such as a warehouse) except as otherwise provided appropriate filing offices or will be submitted for filing in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in appropriate offices within ten days following the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Closing Date. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein Company is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item sole owner of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderCollateral, free and clear of any Liens (other than is set forth in Schedule II), security interests, encumbrances, rights, or claims, and all Liens except Permitted Liensis fully authorized to grant the Security Interest. There has been no adverse decision that would materially affect the Company’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority that could reasonably be expected to have such material adverse effect. (b) Borrower has no The Company shall keep and preserve their equipment, inventory and other tangible Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith good condition, repair and which Borrower has taken such actions as are order, ordinary wear and tear excepted. The Company shall take all steps reasonably necessary to give Bank a perfected security interest thereindiligently pursue and seek to preserve, to the extent that perfection is required pursuant to the terms enforce, and collect any rights, claims, causes of Section 5.9(c). The Accounts are bona fide, existing obligations action and accounts receivable in respect of the Account DebtorsCollateral. (c) The Company shall at all times maintain its tangible Collateral is at the locations set forth under its name on Schedule I and may not relocate such Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party a valid, perfected and continuing perfected lien in the possession Collateral. The Company shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any third party bailee of the Collateral (such as a warehouse) except as otherwise provided for non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used Company in the its ordinary course of business). None ) without the prior written consent of the components of the Secured Party. The Company shall not operate or locate any such Collateral shall (or cause to be maintained at locations other than as provided operated or located) in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)any area excluded from insurance coverage. (d) All Inventory is The Company’s has no knowledge of any record filed with a governmental or regulatory authority, agency or recording office of an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in all material respects favor of good the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and marketable quality, free from material defectsshall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument as it pertains to the Collateral. (e) Borrower ownsThe Company shall, or possesses within ten (10) days of obtaining knowledge thereof, advise the right to use to the extent reasonably necessary Secured Party, promptly, in its businesssufficient detail, all Intellectual Property, licenses and other intangible assets that are used of any substantial change in the conduct Collateral, and of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset occurrence of any event which would not reasonably be expected to have a material adverse effect on Borrower’s the value of the Collateral or on the Secured Party’ security interest therein. The Company shall permit the Secured Party and their representatives and agents to inspect the Collateral at any time during normal business or operationshours, and no such asset, to make copies of records pertaining to the best knowledge Collateral as may be requested by a Secured Party from time to time. (f) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of Borrower, conflicts the Company with respect to the valid Intellectual Property, license, or intangible asset ofCollateral is accurate and complete in all material respects as of the date furnished.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder (or, in the case of EMEA, PEIRL and PELTD, under the applicable Debenture and under the applicable Share Charge), free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors.” 7 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.1(a) thereof: (ca) The Collateral is not Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset so qualify would not reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and no have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which would reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.” and inserting in lieu thereof the following: (a) Maintain its and all its Subsidiaries’ legal existence and good standing (or equivalent status for each non-U.S. Borrower) in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which would reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.” 8 The Loan Agreement shall be amended by deleting the following Section 6.2(a)(i) and Section 6.2(a)(ii) thereof: (i) (A) within twenty (20) days after the end of each month, and (B) upon each request for a Credit Extension, a Transaction Report; (ii) within twenty (20) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), and Deferred Revenue report;” and inserting in lieu thereof the following: (i) (A) within twenty (20) days after the end of each month (such assetTransaction Report current as of the 15th day of the immediately preceding month), to and (B) upon each request for a Credit Extension, a Transaction Report; (ii) within twenty (20) days after the best knowledge end of each month (such reports and agings current as of the 15th day of the immediately preceding month), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), and Deferred Revenue report;” (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, conflicts operating and securities accounts with Bank or SVB Securities. Notwithstanding the valid Intellectual Propertyforegoing, licenseEMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time.” and inserting in lieu thereof the following: (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or intangible asset ofinvested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, (A) EMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Ten Thousand Dollars ($10,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; and (B) no later than seventy-five (75) days after the First Loan Modification Effective Date (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of New Borrower maintained at financial institutions other that Bank or Bank’s Affiliates shall be (i) closed, with all proceeds in such transferred to a Collateral Account at Bank or Bank’s Affiliates; or (ii) subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank, in its reasonable discretion.” 10 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9 thereof:

Collateral. (a) The security interest granted herein is Borrower and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ each Guarantor has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and neither Borrower has no Collateral nor any Guarantor or any of their respective Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith with respect of which each Loan Party has given Collateral Agent notice and which Borrower has taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, in each case, to the extent that perfection is required pursuant to the terms of by Section 5.9(c)6.6. The Accounts are bona fide, existing obligations of the Account Debtors. (cb) The On the Effective Date, and except as disclosed on the Perfection Certificate, (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral with an aggregate value in the Perfection Certificate or as permitted pursuant to Section 6.2 excess of Five Hundred Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$500,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business).6.11. ACTIVE\1606862447.7 (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsand each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or possesses the (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to use sell any Collateral. Borrower shall provide written notice to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofCollateral Agent within ten

Collateral. (a) The security interest granted herein is Security Agreement and shall at all times continue each other Collateral Documents are, or upon execution will be, effective to be create in favor of the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected valid security interest in the Collateral described therein and proceeds thereof (subject to Permitted Liensthe extent a security interest can be created therein under the Uniform Commercial Code). ▇▇▇▇▇▇▇▇ has good title toIn the case of the Pledged Collateral (as defined in the Security Agreement), rights inwhen stock or interest certificates representing such Pledged Collateral (along with properly completed stock or interest powers endorsing the Pledged Collateral) and executed by the owner of such shares or interests are delivered to the Collateral Agent (or delivered to and held by a designated bailee, in accordance with the Intercreditor Agreement), and in the power to transfer each item case of the other Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Security Agreement or any other Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 Document (other than laptops deposit accounts), when financing statements and other portable electronic items used filings specified on Schedule 2(ee) of the Disclosure Schedule in appropriate form are timely filed in the ordinary course offices specified on Schedule 2(ee) of businessthe Disclosure Schedule, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8(b)). None In the case of Collateral that consists of deposit accounts, when a control agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the components Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral shall be maintained at locations and the proceeds thereof, as security for the Obligations, prior and superior to any other than Person except as provided in under the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use applicable control agreement with respect to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset offinancial institution party thereto.

Collateral. (a) The security interest Liens granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral Agent pursuant to the Security Documents with respect to the Collateral (i) constitute a legal, valid and enforceable (subject only to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in) Lien on the Collateral, and (ii) will be perfected (A) with respect to any Collateral that can be perfected by filing, upon the power to transfer each item filing of the financing statements referred to in Schedule 5.21, (B) with respect to any property that can be perfected solely by control, upon execution of the CASDA and any other applicable Control Agreement by each of the parties thereto, (C) with respect to any Collateral that can solely be perfected by possession, upon which it purports the Collateral Agent receiving possession thereof and, in each case, are subject to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all no Liens except Permitted LiensLiens and (D) with respect to the Mortgaged Property, upon the recording of the Mortgage in the proper real estate recording offices, and all relevant recording charges are duly paid. (b) Borrower has no The Mortgage is effective to create in favor of the Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except Agent (for the Collateral Accounts described benefit of the Secured Parties) a legal, valid and enforceable first priority Lien on all of the applicable Loan Parties’ right, title and interest in and to the related Mortgaged Property (as such term is defined in the Perfection Certificate delivered to Bank Mortgage) thereunder and the proceeds thereof, and when the Mortgage is filed or recorded in connection herewith the proper real estate recording offices, and which Borrower has taken such actions as all relevant mortgage taxes and recording charges are necessary to give Bank duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected first priority Lien on, and security interest thereinin, all right, title, and interest of the Loan Parties in the related Mortgaged Property and, to the extent that perfection is required pursuant applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to the terms Lien of Section 5.9(c). The Accounts are bona fideany other person, existing obligations of the Account Debtorsexcept for, in each case, Permitted Encumbrances. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 No Lien (other than laptops and a Permitted Lien) or other portable electronic items used in the ordinary course of business). None of the components instrument or recordation covering all or any part of the Collateral shall purported to be maintained at locations other than as provided in covered by the Perfection Certificate Security Documents on or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use prior to the extent reasonably necessary date this representation is made or deemed to be made is on file in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operatedany recording office or public registry, except to such as may have been filed in favor of the extent that such failure to own or possess Collateral Agent for the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, benefit of the Secured Parties. 67 Credit and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofGuaranty Agreement

Collateral. (a) The security interest granted herein Where Resources is required to provide Collateral pursuant to this Agreement, such Collateral shall be held by the Applicable REI Party and be in an amount equal to the maximum potential liability the Applicable REI Party has under the applicable Remaining Credit Support Arrangement, provided in the event that Resources elects to provide Collateral in the form of treasury bonds or in cases where the maximum potential liability is denominated in a currency other than U.S. Dollars, the Collateral shall at all times continue be in an amount reasonably acceptable to REI in excess of the maximum potential liability. In cases where the Remaining Credit Support Arrangement provides for a maximum limit for the Applicable REI Party's liability and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to be a first priority perfected security interest in such maximum limit. In cases where the Collateral (subject Remaining Credit Support Arrangement does not provide for such maximum limit and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and be the power reasonably anticipated exposure of the Applicable REI Party at the time Resources is required to transfer each item provide the Collateral; provided that the amount of the Collateral upon which it purports shall be reviewed from time to ▇▇▇▇▇ ▇ ▇▇▇▇ hereundertime and any excess will be returned to, free and clear any shortfalls will be replenished by, Resources within three business days of any and all Liens except Permitted Liensnotice of such excess or shortfall. In cases where there is no open transaction secured by the Remaining Credit Support Arrangement (regardless of whether or not such Remaining Credit Support Arrangement provides for a maximum limit for liability of the Applicable REI Party) Resources shall not be required to provide Collateral if Resources provides an officer's certificate to the foregoing fact, together with its written undertaking to take no action, including engaging in further transactions with the beneficiary of the applicable Remaining Credit Support Arrangement, that could increase the Applicable REI Party's exposure under such Remaining Credit Support Arrangement. (b) Borrower has no Where Resources is required to provide Collateral Accounts pursuant to this Agreement and chooses to provide a letter of credit, such letter of credit shall be issued for the benefit of the Applicable REI Party at or with any bank or Resources' sole expense by a financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described reasonably acceptable, and in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinform reasonably satisfactory, to REI. Resources shall maintain such letter of credit in full force and effect for so long as the extent Applicable REI Party remains subject to any potential liability under such Remaining Credit Support Arrangement; provided that perfection is required pursuant such letter of credit may be for a term as short as 90 days with provisions allowing for draw if the letter of credit has not been renewed 10 days prior to its stated expiration. The form of letter of credit will contain the terms following drawing conditions: "[Beneficiary] has complied with the provisions of Section 5.9(c). The Accounts are bona fide, existing obligations 3.5 of the Account DebtorsMaster Separation Agreement, has suffered a loss of $_____ due to liability of Beneficiary under [describe Remaining Credit Support Arrangement] and such loss has not been reimbursed by Resources after demand under the Master Separation Agreement. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of"

Collateral. (a) The security interest granted herein is Upon execution and shall at all times continue delivery thereof by the parties thereto, the Guarantee and Collateral Agreement, the Mortgages (as amended by the Mortgage Amendment) will be effective to be create (to the extent described therein) in favor of the Administrative Agent, for the ratable benefit of the Lenders, a first priority perfected legal, valid and enforceable security interest in the Collateral described therein, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (subject whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (i) the actions specified in Schedule 3 to Permitted Liensthe Guarantee and Collateral Agreement have been duly taken, (ii) all applicable Instruments, Chattel Paper and Documents a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Administrative Agent and (iii) all Deposit Accounts, the Collateral Proceeds Account, Electronic Chattel Paper 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 the State of New York from time to time) are under the "control" of the Administrative Agent and (iv) the Mortgage Amendments have been duly recorded, the security interests granted pursuant thereto shall constitute (to the extent described therein) a perfected security interest in, all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein with respect to such pledgor or mortgagor (as applicable). ▇▇▇▇▇▇▇▇ has good title toNotwithstanding any other provision of this Agreement, rights in, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensapplicable Security Document. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for Each of the Collateral Accounts described Foreign Subsidiaries Share Pledge Agreements continues to be in full force and effect and the security interests created thereby upon the completion of the actions specified in Schedule 7 will continue to constitute perfected security interests securing the Obligations (as defined in the Perfection Certificate delivered to Bank in connection herewith Guarantee and which Borrower has taken such actions Collateral Agreement) as are necessary to give Bank a perfected security interest therein, and to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorsprovided therein. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein Except as set forth on Schedule IV, the Company is and shall at all times continue to be a first priority perfected security interest in the sole owner of the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for non- exclusive licenses granted by the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used Company in the ordinary course of business). None , free and clear of the components of the Collateral shall be maintained at locations any liens (other than as provided set forth in the Perfection Certificate or as permitted pursuant to Section 6.2 Schedule IV), security interests (other than laptops as set forth in Schedule IV), encumbrances, rights or claims, and other portable electronic items used is fully authorized to grant the Security Interest. There has been no adverse decision that would materially affect the Company’s claim of ownership rights in or exclusive rights to use the ordinary course of business). (d) All Inventory is Collateral in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, any jurisdiction or possesses to the Company’s right to use to the extent reasonably necessary keep and maintain such Collateral in its business, all Intellectual Property, licenses full force and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationseffect, and there is no such assetproceeding involving said rights pending or, to the best knowledge of Borrowerthe Company, conflicts with threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority that could reasonably be expected to have such material adverse effect. (b) The Company shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the valid Intellectual PropertyCollateral. (c) The Company shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule III and may not relocate such Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party a valid, perfected and continuing perfected lien in the Collateral. The Company shall not transfer, pledge, hypothecate, encumber, license, sell or intangible asset ofotherwise dispose of any of the Collateral (except for non-exclusive licenses granted by the Company in its ordinary course of business and sales of inventory by the Company in its ordinary course of business) without the prior written consent of the Secured Party. The Company shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) Except as set forth on Schedule IV, to the Company’s knowledge there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except as set forth on Schedule IV or to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule I represent all of the capital stock and other equity interests of the Company’s Subsidiaries, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities are validly issued, fully paid and non-assessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement or otherwise set forth on Schedule IV. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. The Company shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the Exchange Agreement (if any).

Collateral. (ai) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in As of the Closing Date, (A) the Company will own the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens liens except Permitted LiensLiens and except the Lien in favor of the Collateral Agent under the Security Agreement, and no financing statements in respect of the Collateral except with respect to Permitted Liens will be on file in favor of any Person other than the Collateral Agent; (B) when executed and delivered, the Security Agreement will create a valid lien on, and enforceable security interests in favor of the Collateral Agent for the ratable benefit of the Holders, in the Collateral, which security interests will secure the repayment of the Notes and the other Obligations purported to be secured thereby; (C) the representations and warranties of the Company in the Security Agreement will be true and correct (if such representations and warranties are not qualified with respect to materiality, in which case such representations will be true and correct in all respects) in all material respects; (D) upon the filing and recording of financing statements in the appropriate jurisdictions, the Lien securing the Notes will have been duly perfected as to the Collateral as to which perfection may be accomplished through the filing of financing statements pursuant to the Uniform Commercial Code (the “UCC”) or other applicable law in such jurisdictions; and (E) the liens of the Security Agreement shall be prior to any other lien on any of the Collateral, other than liens expressly permitted to be prior pursuant to the Security Agreement. (bii) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for When confirmations of the Collateral Accounts described in grant of the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required in Intellectual Property pursuant to the terms of Section 5.9(cSecurity Agreement are filed in the United States Patent and Trademark Office (the “USPTO”). The Accounts are bona fide, existing obligations the Security Agreement shall create a fully perfected lien on, and security interest in, all right, title and interest of the Account Debtors. (c) The Collateral is not Company thereunder in the possession of any third party bailee Intellectual Property (such as a warehouse) except as otherwise provided defined in the Perfection Certificate or as permitted pursuant Security Agreement), in each case prior and superior in right to Section 6.2 any other person (other than laptops and other portable electronic items used it being understood that subsequent recordings in the ordinary course of business). None of USPTO may be necessary to perfect a lien in registered trademarks, trademark applications and patents and patent applications acquired by the components of Company after the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of businessdate hereof). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 2, the Borrower shall, and shall cause each Guarantor to, grant a first (asubject to Liens permitted hereby) The priority security interest granted herein is to the Collateral Agent for the benefit of the Secured Parties in all assets (including real property and shall at all times continue the Capital Stock of its Subsidiaries) of the Borrower or such Guarantor pursuant to documentation (including related certificates, opinions and resolutions to be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any Subsidiary becoming a Guarantor after the effectiveness of Amendment No. 2, the Borrower shall cause such Guarantor within ten Business Days to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Liens permitted hereby) priority perfected security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the Administrative Agent (subject in consultation with the Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to Permitted Liensthe Credit Agreement and one or more intercreditor agreements which may be entered into in connection with Indebtedness which may be incurred by the Borrower and its Subsidiaries, and regarding Liens that may be granted to Persons other than the Secured Parties, in each case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item Notwithstanding any of the Collateral upon which it purports foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear grant a security interest in any asset if the granting of such security interest would result in the violation of any and all Liens except Permitted Liens. applicable law or regulation, (bii) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank shall not include a perfected security interest thereinin any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the extent that perfection is required pursuant to the terms pledge of Section 5.9(c). The Accounts are bona fide, existing obligations 100% of the Account Debtors. (c) The Collateral is not in the possession Capital Stock of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not non-Domestic Subsidiary could reasonably be expected to have a material result in adverse effect on Borrower’s business or operations, and no such asset, tax consequences to the best knowledge of Borrower, conflicts the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and (vi) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable. (h) Section 7.3 (Specific Defaults) of the Credit Agreement shall be amended by replacing the reference to “6.21” with a reference to “6.22”. (i) Article VII (Defaults) of the valid Intellectual Property, license, or intangible asset ofCredit Agreement shall be amended by adding a new Section 7.14 as follows:

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (aor such later date as the Administrative Agent may agree) The security interest granted herein is and shall at all times continue to be grant to the Collateral Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collateral (subject to Permitted Liens)) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. ▇▇▇▇▇▇▇▇ has good title The Borrower will, and will cause the Borrower and each of the Guarantors to, rights in, and at the power to transfer each item expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral upon which it purports as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear grant a security interest in any asset if the granting of such security interest would result in the violation of any and all Liens except Permitted Liens. applicable law or regulation, (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank shall not include a perfected security interest therein, in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations relevant provisions of the Account Debtors. Uniform Commercial Code), (c) The Collateral is not in fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the possession of any third party bailee Collateral, (such as a warehoused) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate not include cash and cash equivalents, accounts receivable or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower ownsPortfolio Securities, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such failure security interest would outweigh the benefit to own or possess the right to use such asset Lenders and other assets in which it may determine that the taking of a security interest would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsadvisable, and (g) no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, foreign law security or intangible asset ofpledge agreements shall be required.

Collateral. 3.1 As collateral security for all existing and future obligations and liabilities of Borrowers to Banks, whether Line Advances, reimbursement obligations with respect to Letters of Credit, or otherwise, principal, interest, fees or expenses, and whether due or to become due, matured or contingent, joint or several, (a) The collectively, the "Bank Obligations"), each Borrower hereby grants to Agent, for the pro rata benefit of Banks, a security interest granted herein is in and to all of its existing and future accounts receivable, together with all books and records related thereto, and all proceeds thereof. Borrowers represent and warrant that no other Person holds any lien or security interest in any of any Borrower's existing or future accounts receivable (other than Reliance Insurance Company [or its affiliates] which has issued a surety bond or bonds on behalf of a Borrower on the projects listed on Schedule 3.1 attached hereto ["Surety Projects"] and by reason of such bond asserts a prior interest by right of subrogation in and only in those receivables arising from the Surety Projects and a security interest [which Borrowers believe to be presently unperfected] in all other existing and future accounts receivable of Borrowers) and covenant and agree that they shall not grant or permit to exist any lien or security interest in favor of any other Person in any of any Borrower's existing or future accounts receivable. Borrowers do not believe financing statements have been executed on behalf of Borrowers in favor of the above-described sureties and agree that they will not execute financing statements in favor of such sureties unless Agent has notified Borrowers that Agent has received an intercreditor agreement from such sureties acceptable to Agent as required by paragraph 10.3 below. 3.2 As collateral security for the Bank Obligations, Borrowers hereby pledge, assign and grant a security interest to Agent for the pro rata benefit of Banks in and to unrestricted cash and investment property of the type listed in Section 5.23 of the Credit Agreement (excluding clause (f) therein) totaling on the date hereof and at all times continue hereafter $5,500,000, which cash and investment property ("Pledged Collateral") shall be held in a segregated account with Delaware Trust Capital Management or such other Person acceptable to be a first priority perfected security interest in the Collateral Agent ("Securities Depository") subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)hereof and to a Pledge Agreement to be executed and delivered to Agent contemporaneously herewith by each Borrower having an interest in any such Pledged Collateral. The Accounts are bona fide, existing obligations of Borrowers shall also cause the Account Debtors. (c) The Collateral is not in Securities Depository to execute and deliver to Agent a Control Agreement acceptable to Agent with respect to the possession handling and disposition of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Pledged Collateral. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. Upon execution and delivery thereof by the parties thereto, the Guarantee and Collateral Agreement and the Mortgages (if any)Security Documents will be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, a valid and enforceable security interest in or liens on the Collateral described therein, except as to enforcement, 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) The all Filings (as defined in the Guarantee and Collateral Agreement) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein)in the Guarantee and Collateral Agreement) constituting Collateral a security interest granted herein in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, (c) all Deposit Accounts and shall at all times continue Pledged Stock (each as defined in the Guarantee and Collateral Agreement) a security interest in which is required by the Security Documents 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 Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “control” of the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable ABL Intercreditor Agreement, Intercreditor Agreement or Other Intercreditor Agreement, and (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 have been complied with and (e) all filings or recordings are made in the appropriate offices of the applicable jurisdictions as may be required under the terms of the applicable Security Documents, the security interests and liens granted pursuant to the Guarantee and Collateral Agreement and the MortgagesSecurity Documents shall constitute (to the extent described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is intended to be created thereby and required pursuant to be perfected under the terms Loan Documents), all right, title and interest of Section 5.9(ceach pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (excluding Commercial Tort Claims, as defined in the Guarantee and Collateral Agreement, other than such Commercial Tort Claims set forth on Schedule 6 thereto (if any)) with respect to such pledgor or mortgagor (as applicable). The Accounts are bona fideNotwithstanding any other provision of this Agreement, existing obligations of the Account Debtors. (ci) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets capitalized terms that are used in this Subsection 5.13 and not defined in this Agreement are so used as defined in the conduct applicable Security Document and (ii) the provisions of its business operations as now operatedthis Subsection 5.13 are subject, except to in the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetcase of Foreign Subsidiaries, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofForeign Subsidiary Documentation Principles.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇B▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank FCB or BankFCB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent and each Lender in connection herewith and which Borrower has given Agent notice and taken such actions as are necessary to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)5.7. The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (f) Except as noted on the Perfection Certificate or for which notice has been given to Agent pursuant to and in accordance with Section 5.8(b), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) The security interest granted herein is and shall Borrower will cause Liquid Investments of the Borrower in an aggregate amount of not less than the then outstanding principal amount of the Tranche A Term Loans (on a margin-adjusted basis based on the requirements described on Exhibit G, as amended, restated supplemented or otherwise modified from time to time by the Administrative Agent with the consent of the Borrower) to be subject at all times continue to be a first priority perfected security interest in the Collateral (subject to the 5-Business Day period for mandatory prepayment set forth in Section 2.11(b)) to first priority, perfected Liens (subject only to Relevant Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, ) in favor of the Administrative Agent for the benefit of the relevant Holders of Secured Obligations to secure the Secured Obligations in respect of Tranche A Term Loans and the power to transfer each item Secured Obligations in respect of Swap Agreements in accordance with the terms and conditions of the Collateral upon which it purports Documents and to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and take all Liens except Permitted Lienssuch actions reasonably requested by the Administrative Agent in connection therewith. (b) The Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for will cause the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinDutch Pledgor (and, to the extent that perfection is required pursuant requested by the Administrative Agent after the occurrence and during the continuation of an Event of Default, the Commissionaires) to grant first priority perfected Liens, subject only to Relevant Permitted Liens, on its accounts receivable and related assets in favor of the Administrative Agent for the benefit of the relevant Holders of Secured Obligations to secure the Secured Obligations in respect of the Tranche B Term Loans and the Secured Obligations in respect of Swap Agreements in accordance with the terms and conditions of the Dutch Pledge Agreement and the other Collateral Documents and to take all such actions reasonably requested by the Administrative Agent in connection therewith. Furthermore, the Borrower will not permit the Dutch Pledgor, any of the Dutch Pledgor’s Subsidiaries and the Commissionaires to amend or otherwise modify (in any respect materially adverse to such Holders of Secured Obligations or the liens granted to the terms Administrative Agent in connection with such accounts receivable and related assets) the systems, structure and process (as in effect on, and disclosed to the Administrative Agent prior to, the Effective Date) applicable to the origination and collection of Section 5.9(c). The Accounts are bona fide, existing obligations such accounts and related assets of the Account DebtorsDutch Pledgor, such Subsidiaries and such Commissionaires. This clause (b) shall cease to apply upon the repayment in full in cash of the Secured Obligations in respect of the Tranche B Term Loans. (c) The Collateral is Borrower further agrees to deliver, and (so long as the Secured Obligations in respect of the Tranche B Term Loans are not repaid in full in cash) cause (i) its applicable Material Subsidiaries and (ii) in the possession event an Event of any third party bailee (Default has occurred and is continuing, the Commissionaires to deliver, in each case to the Administrative Agent all such Collateral Documents as a warehouse) except as otherwise provided in are requested by the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops Administrative Agent, together with appropriate corporate resolutions and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 corporate documentation (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable qualityincluding, free from material defects. (e) Borrower owns, or possesses the right to use to the extent requested by the Administrative Agent, legal opinions and such other documents as shall be reasonably necessary requested to perfect the Liens under the Collateral Documents) in its business, all Intellectual Property, licenses each case in form and other intangible assets that are used in the conduct of its business operations as now operated, except substance reasonably satisfactory to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsAdministrative Agent and its counsel, and no such assetin a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected pledge of or charge over the Collateral related thereto, subject only to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofRelevant Permitted Liens.

Collateral. (a) The security interest granted herein is All outstanding equity interests in whatever form of each Restricted Subsidiary (directly owned by or on behalf of any Credit Party and shall at all times continue required to be a first priority perfected security interest in pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding Voting Stock of any Foreign Subsidiary) and the Collateral (subject Agent shall have received all certificates representing securities pledged under the Pledge Agreement to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe extent certificated, rights in, accompanied by instruments of transfer and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensundated stock powers endorsed in blank. (b) Borrower has no Collateral Accounts at All documents and instruments, including UCC or with any bank or financial institution other than Bank or Bank’s Affiliates except for applicable personal property and fixture security financing statements, reasonably requested by the Collateral Accounts described in Agent to be filed, registered or recorded to create the Perfection Certificate delivered Liens intended to Bank in connection herewith be created by any Security Document and which Borrower has taken perfect such actions as are necessary to give Bank a perfected security interest therein, Liens to the extent that perfection is required pursuant by, and with the priority required by, such Security Document and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the terms of Section 5.9(c). The Accounts are bona fideCollateral Agent for filing, existing obligations of the Account Debtorsregistration or recording. (c) The Collateral is not Agent shall have received, in respect of each Mortgaged Property: (i) a valid, issued and binding policy or policies of title insurance issued by a nationally recognized title insurance company insuring the possession Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any third party bailee (such as a warehouse) other Liens except as otherwise provided expressly permitted by Section 10.2 or the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and (ii) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to above, in each case except to the Perfection Certificate or as permitted extent delivered pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business9.14(c). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) The Borrower owns, or possesses the right to use shall deliver to the extent reasonably necessary in its businessCollateral Agent a completed Perfection Certificate, all Intellectual Property, licenses executed and other intangible assets that are used in delivered by an Authorized Officer of the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts together with the valid Intellectual Property, license, or intangible asset ofall attachments contemplated.

Collateral. The respective liens and security interests granted to Collateral Agent 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. The security interest granted herein is and shall at all times continue to be a first priority perfected security interest Collateral Agent pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (subject 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-6 (the "Schedule of Security Filings"), and (ii) 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 Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and Except to the power to transfer each item extent possession of portions of the Collateral upon which it purports is required for perfection, all such action as is necessary has been taken to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free establish and clear of any perfect Collateral Agent's rights in and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for to the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken existence on such actions as are necessary to give Bank a perfected security interest therein, date to the extent that perfection is required pursuant to the terms Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of Section 5.9(c)notice or other similar action. The Accounts are bona fide, existing obligations As of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Closing Date, no filing, recordation, re-filing or as permitted pursuant to Section 6.2 (re-recording other than laptops those listed on the Schedule of Security Filings is necessary to perfect and other portable electronic items used in maintain the ordinary course of business). None perfection of the components interest, title or Liens of the Collateral shall be maintained at locations other than as provided in Documents, and on the Perfection Certificate Closing Date all such filings or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use recordings will have been made to the extent reasonably necessary in its businessCollateral Agent's security interest can be perfected by filing. Borrowers have properly delivered or caused to be delivered, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetprovided control, to Collateral Agent all Collateral that permits perfection of the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, Lien and security interest described above by possession or intangible asset ofcontrol.

Collateral. (a1) The Company and Guarantors shall take all actions necessary to maintain security interest interests granted herein is and to perfect security interests in any collateral acquired after the Closing Date, in each case as and to the extent contemplated by the Mortgages and the Security Agreement. (2) Within 30 days of the Closing Date, the Company and Guarantors shall at provide the Representative evidence that a counterpart of each Mortgage has been either recorded in all times continue places to be the extent necessary or, in the reasonable opinion of the Representative, desirable to effectively create a first valid and enforceable second-priority mortgage or deed of trust lien in favor of the Trustee, for the benefit of the holders of the Securities, securing the Securities and the Guarantees (provided that in jurisdictions that impose mortgage recording taxes, such Mortgage shall not secure indebtedness in an amount exceeding 100% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Company and reasonably acceptable to the Representative), subject to the Mortgage Permitted Exceptions. Proper fixture filings under the Uniform Commercial Code (“UCC”) on Form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties are located, in order to create in favor of the Trustee, for the benefit of the holders of the Securities, a perfected second-priority lien and security interest in the Collateral fixtures constituting Collateral, which is conveyed by the Mortgages and which can be perfected by the making of such filings, registrations or recordations, prior and superior to the right of any other person (subject other than Permitted Exceptions), shall be filed within 30 days of the Closing Date. (3) The Company and Guarantors shall provide the Representative ALTA policies of title insurance (or commitment to Permitted Liensissue such a policy having the effect of a policy of title insurance). ▇▇▇▇▇▇▇▇ has good title to, rights in, which shall (A) be in an amount mutually agreeable to the Company and the power Representative; (B) be issued at ordinary rates; (C) insure or commit to transfer each item of insure that the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderMortgages insured thereby create valid and enforceable second-priority liens and security interests in the real properties described therein, free and clear of any all defects and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates encumbrances, except for the Collateral Accounts described Mortgage Permitted Exceptions; (D) name the Trustee for the benefit of the holders of the Securities as the insured thereunder; (E) be in the Perfection Certificate delivered to Bank in connection herewith form of ALTA Loan Policy — 2006 (or equivalent policies); (F) contain such affirmative coverage as the Representative shall reasonably request and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereincontain the following endorsements, to the extent that perfection is required pursuant available in a particular jurisdiction and applicable to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofparticular real property: Variable Rate; Environmental Protection Lien;

Collateral. The respective liens and security interests granted to Collateral 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 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 herein is and shall at all times continue to be a first priority perfected security interest Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (subject 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-9, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreements and the Depositary Agreements, and (iii) with respect to any property (if any) that can be perfected by possession, (i) Title Exceptions and Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in", and (ii) to the power extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens". Except to transfer each item the extent possession of portions of the Collateral upon which it purports is required for perfection, all such action as is necessary has been taken to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free establish and clear of any perfect Collateral Agent's rights in and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for to the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken existence on such actions as are necessary to give Bank a perfected security interest therein, date to the extent that perfection is required pursuant to the terms Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of Section 5.9(c)notice or other similar action. The Accounts are bona fide, existing obligations As of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Closing Date, no filing, recordation, re-filing or as permitted pursuant to Section 6.2 (re-recording other than laptops those listed on Exhibit D-9 hereto is necessary to perfect and other portable electronic items used in maintain the ordinary course of business). None perfection of the components interest, title or Liens of the Collateral shall be maintained at locations other than as provided in Documents, and on the Perfection Certificate Closing Date all such filings or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use recordings will have been made to the extent reasonably necessary in its businessCollateral Agent's security interest can be perfected by filing. Each Borrower Party has properly delivered or caused to be delivered, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such assetprovided control, to Collateral Agent or Depositary Agent with respect to all Collateral that permits perfection of the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, Lien and security interest described above by possession or intangible asset ofcontrol.

Collateral. in each case, so long as Note Agent retains its Lien on the Royalty Priority Collateral to secure the Note Obligations (in each case, including proceeds thereof arising after the commencement of any Insolvency Event), and, as to the Note Priority Collateral only, such Lien has the same priority as existed prior to the commencement of such Insolvency Event and any Lien securing such Royalty DIP Financing is junior and subordinate to the Note Agent’s Lien on the Note Priority Collateral or (d) object to any Royalty DIP Financing if the aggregate principal amount of such Royalty DIP Financing, together with any “Royalty DIP Financing” as defined under that certain Subordination Agreement, dated as of October 8, 2024, by and among Acquiom Agency Services LLC, Scilex Pharmaceuticals Inc. and Efshar Hataya Ltd, does not exceed $25,000,000 and is in compliance with this Section 10, (ii) no Royalty Secured Party (in such capacity) shall (a) The security interest granted herein is and shall at all times continue seek or support debtor-in-possession financing to be a first priority perfected security interest in secured by all or any portion of the Note Priority Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tosuch financing, rights in, and “Term Loan DIP Financing”) on a senior or pari passu basis with the power to transfer each item Lien of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderNote Agent on the Note Priority Collateral, free and clear of any and all Liens except Permitted Liens. other than as may be provided by the Note Secured Parties in compliance with this Section 10, (b) Borrower has no Collateral Accounts at oppose any debtor-in-possession financing to be secured by all or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations portion of the Account Debtors. Note Priority Collateral proposed to be provided by the Note Secured Parties that complies with this Section 10 or (c) The object to any request by any Note Secured Party for adequate protection for the post-petition use of cash collateral that constitutes Note Priority Collateral, in each case, so long as any Lien on the Royalty Priority Collateral securing such Term Loan DIP Financing is not junior and subordinate to the Royalty Agent’s Lien on the Royalty Priority Collateral. Notwithstanding anything to the contrary contained herein, any Royalty Secured Party (or group of Royalty Secured Parties or any of their Affiliates or Related Funds) may propose Royalty DIP Financing in accordance with the possession of any third party bailee (terms hereunder only if each other Royalty Secured Party is offered the ability to participate in such as Royalty DIP Financing on a warehouse) except as otherwise provided pro rata basis in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None accordance with their share of the components of outstanding Royalty Obligations on the Collateral shall be maintained at locations other than same terms as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Royalty Secured Parties proposing such Royalty DIP Financing. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. Section 2.1 Each Company does hereby further agree (ai) The security to issue to Holder for use as Collateral all rights, title and interest granted herein is to the oil, gas and shall at all times continue to be a first priority perfected security interest mineral leases and equipment described in the Collateral hereto attached Exhibit “A” (subject the “Leases”) including any renewals, extensions, or ratifications, and the oil and gas leasehold estates and related working interests in the lands described on Exhibit “A” titled “Assignment and Bill of Sale” issued by Ginzoil, Inc. to Permitted Liens). the Companies; (ii) to enter into the Security Agreement attached hereto as Exhibit “B” (the “Security Agreement”) granting to Holder and to T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item (“Co-Lender”) a security interest in all of the Companies’ assets relating to the Leases and in certain equipment as more particular set forth in the Security Agreement. Section 2.2 Each Company hereby consents without restriction to the registration of a binding lien on the above described Collateral upon which it purports property in favor of Holder and shall cause such lien to be in first senior position on the Collateral property. The cost of developing and registering such lien shall be born by Makers and payable on demand by H▇▇▇▇▇ ▇ ▇▇▇▇ hereunder. Section 2.3 Concurrent with the signing of this Agreement, free the Company shall additionally perfect the rights of the Holder by executing the “Collateral Assignment of Mineral Leases” Agreement attached hereto as Exhibit “C”. Section 2.4 Holder and clear Companies hereby agree that the Collateral Assignment of Mineral Rights described in Section 2.3 above may be utilized by Holder only in the Event of Default (as hereinafter defined) and at Holder’s sole discretion. Section 2.5 This Note is to be full recourse. Notwithstanding the value of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at collateral securing this Note or with any bank or financial institution other than Bank or Bank’s Affiliates except for proceeds received by such collateral, the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral entire outstanding amount hereunder shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)payable when due. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The Each Person that becomes a Guarantor after the Issue Date shall, to the extent required by this Indenture and subject to 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 applicable Security Documents, shall as promptly as practicable 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 Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form delivered on the Issue Date or the date first delivered, as applicable (but no greater scope))), as may be necessary to vest in the Security Agent a perfected first-priority security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Liens permitted by Section 4.06, the definition of “Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to” and the Agreed Security Principles) in properties and assets that constitute Collateral, rights inas 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 power limitations set forth in the Security Documents and thereupon all provisions of this Indenture relating to transfer each item of the Collateral upon which shall be deemed to relate 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, 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 purports shall be automatically and unconditionally released and discharged with the release of such future Guarantor’s Note Guarantee or other assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required the granting of a Note Guarantee pursuant to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderSection 4.14 by such future Guarantor. The Trustee and the Security Agent shall each take all necessary actions, free including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and clear at the cost of, the Issuers to evidence any release of any and all Liens except Permitted Liensa Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors.[reserved] (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to To the extent that such failure any instrument or deliverable under the Security Documents relating to own the Notes is not delivered on or possess prior to the right Issue Date with respect to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsthe Collateral, the Issuers will, and no will cause the Guarantors to, deliver such assetinstruments and deliverables within 60 days from the Business Day falling immediately after the Issue Date or, to the best knowledge of Borrower, conflicts if longer in accordance with the valid Intellectual Property, license, timelines for delivery of any such instrument or intangible asset ofdeliverable under the relevant Security Document.

Collateral. (a) The security interest granted herein is Credit Parties will, and shall will cause their Subsidiaries to, at all times continue their own expense, (i) deliver to the Collateral Agent, within 90 days after the Closing Date, an executed landlord waiver or estoppel letter in a form acceptable to the Collateral Agent with respect to the regional distribution center of the Credit Parties in Sparks, Nevada, (ii) use commercially reasonable efforts to cause to be a first priority perfected security interest in delivered to the Collateral Agent as soon as practicable following the Closing Date an executed landlord waiver or estoppel letter in a form acceptable to the Collateral Agent with respect to the other material leased real property of the Credit Parties (it being understood that no Default or Event of Default will result solely from a failure of the Credit Parties to obtain and deliver executed landlord waivers or estoppel letters with respect to 100% of their other material leased real property subject to Permitted Liensthis clause (ii). ▇▇▇▇▇▇▇▇ has good title to, rights inas long as the Credit Parties use commercially reasonable efforts to obtain and deliver such waivers and estoppel letters) and (iii) deliver to the Collateral Agent, and the power to transfer each item promptly upon its request, copies of the Collateral upon which it purports leases entered into by the Credit Parties with respect to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Lienstheir material leased real property. (b) Borrower has no Collateral Accounts at If, subsequent to the Closing Date, a Credit Party shall (a) acquire any patented, registered or with applied for intellectual property or any bank securities or financial institution (b) acquire any other than Bank or Bank’s Affiliates except for personal property required to be delivered to the Collateral Accounts described Agent as Collateral hereunder or under any of the Collateral Documents, the U.S. Borrower shall immediately notify the Collateral Agent of same. Each Credit Party shall take such actions (including, but not limited to, the actions set forth in Section 6.1(g)) as reasonably requested by the Collateral Agent and at its own expense, to ensure that the Lenders have a perfected Lien in such personal property of the Credit Parties as set forth in the Perfection Certificate delivered Security Agreements and the Pledge Agreements (whether now owned or hereafter acquired), subject only to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, Permitted Liens. Each Credit Party shall adhere to the extent that perfection is required pursuant to covenants regarding the terms location of Section 5.9(c). The Accounts are bona fide, existing obligations of personal property as set forth in the Account DebtorsSecurity Agreements. (c) The If Fife has not been sold within 180 days of the Closing Date, the Credit Parties shall take such actions as reasonably requested by the Collateral is not Agent and at their own expense, to (i) ensure that the Lenders have a perfected Lien in the possession of any third party bailee (such as a warehouse) except as otherwise provided equity interest in Fife owned by the Credit Parties on the terms set forth in the Perfection Certificate or as permitted pursuant U.S. Pledge Agreement and (ii) pledge to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None Collateral Agent, for the benefit of the components of Lenders, the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use promissory note issued by Fife to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on U.S. Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of.

Collateral. (a) The As security interest granted herein is for all ADVANCES made hereunder and shall at all times continue other Indebtedness and obligations of BORROWER to be LENDER hereunder and/or under all documents and instruments executed in connection herewith, BORROWER hereby grants to LENDER a first priority perfected continuing security interest in the Collateral following COLLATERAL (subject "COLLATERAL") without further assignment or act: (a) Each promissory note or other evidence of INDEBTEDNESS (referred to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights incollectively as T/D NOTE") now owned or hereafter acquired by BORROWER except notes in which other institutions hold perfected security interests to secure ADVANCEs for warehouse lending purposes, and all instruments and other forms of payment, all general intangibles and accounts, and all proceeds thereunder and therefrom (and including, without limitation, till servicing rights with respect to the power T/D NOTES), and all books and records relating to transfer each item any of the Collateral upon above. This shall also include the specifically identified Notes, the originals of which it purports will be provided to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens.LENDER to maintain possession; (b) Borrower has no Collateral Accounts at All collateral, security, liens and security interests now or with hereafter held for each such T/D NOTE, including, without limitation, the beneficial interest in any bank related deed of trust or financial institution mortgage and all guarantees thereof except notes in which other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a institutions hold perfected security interest therein, interests to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors.secure advances for warehouse lending purposes; (c) The Collateral is not in the possession of All present and future title insurance policies insuring any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components deeds of the Collateral shall be maintained at locations trust or mortgages except notes in which other than as provided in the Perfection Certificate or as permitted pursuant institutions hold perfected security interests to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business).secure advances for warehouse lending purposes; (d) All Inventory is present and future COMMITMENTS of INSTITUTIONAL INVESTORS to purchase a T/D NOTE or T/D NOTES from BORROWER as may be assigned except notes in all material respects of good and marketable quality, free from material defects.which other institutions hold perfected security for warehouse lending purposes; (e) Borrower ownsAll present and future rights of BORROWER under loan administration agreements and contracts to service T/D NOTES and deeds of trust for its own account or for the account of third parties ("Servicing Contract(s)"); (f) All present and future money and deposit accounts, and all other assets of BORROWER in which LENDER receives a security interest or possesses which hereafter come into the right to use to the extent reasonably necessary possession, custody or control of LENDER; (g) All of BORROWER'S present and hereafter acquired accounts, instruments, documents, chattel paper, notes, general intangibles, inventory, raw materials, supplies, components, work in its businessprocess, finished merchandise, machinery, equipment, furnishings, furniture, fixtures, motor vehicles, tools, goods, proprietary items, and all Intellectual Propertyaccessions, licenses attachments and additions thereto, and any equipment, fixtures or other intangible assets that are property used in the conduct storing, preserving, identifying, accounting for and shipping or preparing for shipping of its business operations as now operatedinventory; and (h) All proceeds, except to instruments, general intangibles, property, property rights, privileges and benefits arising out of, from the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, licenseenforcement of, or intangible asset ofin connection with, the COLLATERAL described in subparagraphs (a) through (g), above, or any other COLLATERAL;

Collateral. (a) The security interest granted herein is All obligations of Borrower under the Credit Facility and shall at all times continue to of the Guarantors under the guarantees, will be a secured by first priority perfected security interest interests (and where applicable consisting of fixed and floating charges) in the Collateral (substantially all existing and after-acquired real and personal property of Borrower and each Guarantor, including, without limitation, 100% of all outstanding equity interests, subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tocustomary exclusions to be agreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, rights in, and the power to transfer in each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, case to the extent that perfection is required pursuant a material adverse tax effect (including without limitation from the effect of Section 956 of the Internal Revenue Code of 1986, as amended) would result on the Borrower and the Guarantors based on diligence satisfactory to the terms of Section 5.9(cLenders, provided that the foregoing limitations shall not apply to PLC or DAC (the “Collateral”). The Accounts are bona fide, existing obligations of Borrower and the Account Debtors. Guarantors shall be required to maintain account control agreements with respect to all material deposit and securities accounts (c) The Collateral is not in the possession United States and to the extent applicable other methods of perfection for floating and fixed charges in any third party bailee (such as a warehouse) except as otherwise provided other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the Perfection Certificate or as permitted pursuant Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to Section 6.2 the applicable cure periods for events of default (other than laptops events of default that are defined to include cure periods). No immaterial subsidiary will be required to take any action with respect to the creation or perfection of liens under non-United States law, other than reasonable actions with respect to PLC or DAC. All of the above-described pledges, security interests and other portable electronic items used mortgages shall be created on terms, and pursuant to documentation reasonably satisfactory to the Lenders (including, in the ordinary course case of businessreal property, by customary items such as satisfactory title insurance and surveys). None of the components , and none of the Collateral shall be maintained at locations subject to any other than as provided liens, claims or encumbrances, except permitted liens and encumbrances acceptable to the Lenders to be set forth in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Credit Documentation. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is All outstanding equity interests in whatever form of each Restricted Subsidiary (directly owned by or on behalf of any Credit Party and shall at all times continue required to be a first priority perfected security interest in pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding Voting Stock of any Foreign Subsidiary) and the Collateral (subject Agent shall have received all certificates representing securities pledged under the Pledge Agreement to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe extent certificated, rights in, accompanied by instruments of transfer and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensundated stock powers endorsed in blank. (b) Borrower has no Collateral Accounts at All documents and instruments, including UCC or with any bank or financial institution other than Bank or Bank’s Affiliates except for applicable personal property and fixture security financing statements, reasonably requested by the Collateral Accounts described in Agent to be filed, registered or recorded to create the Perfection Certificate delivered Liens intended to Bank in connection herewith be created by any Security Document and which Borrower has taken per- fect such actions as are necessary to give Bank a perfected security interest therein, Liens to the extent that perfection is required pursuant by, and with the priority required by, such Security Document and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the terms of Section 5.9(c). The Accounts are bona fideCollateral Agent for filing, existing obligations of the Account Debtorsregistration or recording. (c) The Collateral is not Agent shall have received, in respect of each Mortgaged Property: (i) a valid, issued and binding policy or policies of title insurance issued by a nationally recognized title insurance company insuring the possession Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any third party bailee (such as a warehouse) other Liens except as otherwise provided expressly permitted by Section 10.2 or the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and (ii) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title insurance policies referred to above, in each case except to the Perfection Certificate or as permitted extent delivered pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business9.14(c). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) The Borrower owns, or possesses the right to use shall deliver to the extent reasonably necessary in its businessCollateral Agent a completed Perfection Certificate, all Intellectual Property, licenses executed and other intangible assets that are used in delivered by an Authorized Officer of the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts together with the valid Intellectual Property, license, or intangible asset ofall attachments contemplated.

Collateral. (a) The security Company and each other Loan Party with an interest granted herein is in such Secondary Project or the Site for such Secondary Project: (i) shall have executed (1) a Mortgage covering its interests in such Secondary Project and shall at all times continue to be Site (or, in the case of a Casino Operation Project, the “air parcel” and “horizontal property” comprised in such Casino Operation Project) (other than the Cotai Strip Infrastructure Project), (2) a Land Security Assignment granting the Collateral Agent a first priority perfected security interest over its interest in the Land Concession Contract relating to such Secondary Project (other than any Casino Operation Project and the Cotai Strip Infrastructure Project), (3) a Power of Attorney in respect of such Land Concession Contract and Site relating to such Secondary Project (other than the Cotai Strip Infrastructure Project) and (4) all other Collateral Documents reasonably requested by the Bank Agent or necessary to grant the Secured Parties a perfected, first priority security interest on all assets of the Company and the Loan Parties (including, without limitation, all contractual arrangements entered into by the Company or any Loan Party) relating to such Secondary Project, other than Excluded Collateral and subject to the rights and priorities of Permitted Liens as may be permitted under the Credit Agreement and unless perfection of such security interest is not required under Section 4.11(a), (b) and (c) of the Security Agreement or the applicable Macau Security Document (in each case, in form and substance reasonably satisfactory to the Disbursement Agent and the Bank Agent (in consultation with the Construction Consultant)); (ii) shall have delivered to each Consent counterparty a notice of the security interest being granted in the applicable Material Contract (provided that such notice shall not be required if such notice is contained in such Consent and the terms of such Consent are sufficient under Macau law to perfect such security interest without any additional notice to the Consent counterparty) (such documents, consents and notices described in clauses (i) and (ii) above, together with the consents required under Section 3.3.6, collectively, the “Secondary Project Collateral Documents”); and (iii) shall have delivered favorable opinions of counsel in form and substance reasonably acceptable to the Bank Agent substantially similar to the opinions delivered on the Closing Date pursuant to Section 4.1K of the Credit Agreement in respect of the Company and such other Loan Parties, such Secondary Project and the Collateral Documents. (b) All of the Collateral Documents (including the Secondary Project Collateral Documents) shall be in full force and effect and all actions necessary or desirable (including all filings) for the Collateral Agent to create and, to the extent relevant under the law governing such Collateral Documents, perfect the security interests granted therein as valid security interests over the Collateral thereunder having the priority contemplated therefor by this Agreement and the Collateral Documents shall have been completed or will be completed simultaneously with the requested Advance. All property, rights and assets required for such Secondary Project shall be free and clear of all liens and encumbrances except for Permitted Liens. (c) The Lenders shall have a perfected, first priority security interest in the all Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, ) associated with such Secondary Project (and the power notices and consents necessary for the perfection of such security interests shall have been obtained in respect thereof on terms reasonably satisfactory to transfer each item the Bank Agent unless perfection of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereundersuch security interest is not required under Section 4.11(a), free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of Security Agreement or the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of businessapplicable Macau Security Document). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (aA) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder this Agreement and other Loan Documents, free and clear of any and all Liens except Permitted Liens. (bB) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank SVB or BankSVB’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank Agent and each Lender in connection herewith and which Borrower has taken such actions as are necessary required by the terms of Section 5.9(C) to give Bank Agent, for the ratable benefit of the Lenders, a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (cC) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.2. (dD) All Inventory is in all material respects of good and marketable quality, free from material defects. (eE) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in necessary to the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such conflict could reasonably be expected to have a material adverse effect on Borrower’s business or operations. (F) Except as noted on the Perfection Certificate or for which notice has been given to Agent pursuant to and in accordance with Section 5.11(C), Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Each Obligor has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Note Documents, free and clear of any and all Liens except Permitted Liens. (b) Borrower , and no Obligor has no Collateral any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any other bank or financial institution investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts and the Excluded Accounts, if any, described in the Perfection Certificate delivered to Bank Purchaser Agent in connection herewith and with respect of which Borrower Issuer or such Obligor has given Purchaser Agent notice and, other than with respect to the Excluded Accounts, taken such actions as are necessary to give Bank Purchaser Agent a perfected security interest therein, to the extent that perfection . Each Account owned by any Obligor is required pursuant to the terms of Section 5.9(c). The Accounts are a bona fide, existing obligations obligation of the applicable Account DebtorsDebtor. (cb) The Except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course excess of business)$500,000. None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.10. (dc) All Inventory owned by any Obligor or any Subsidiary is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsExcept as disclosed to Purchaser Agent in writing, no Obligor is a party to, nor is bound by, any Restricted License the termination or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct breach of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not could reasonably be expected to have a material adverse effect Material Adverse Change on Borrower’s business Issuer and its Subsidiaries. (e) As of the Effective Date, except as noted on the Perfection Certificate, neither Issuer nor any of its Subsidiaries owns or operationshas title to or interest in, and no such assetany real property, except for leasehold interest in the real property leased by it as is necessary or desirable to the best knowledge conduct of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofits business.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in Debtors are the sole owner of the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of non-exclusive licenses granted by any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used Debtor in the ordinary course of business), free and clear of any Liens (other than Permitted Liens), and are fully authorized to grant the Security Interest. None There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (b) The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the components Collateral. (c) Each Debtor shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule II and may not relocate such Collateral unless it delivers to the Secured Parties at least thirty (30) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral. The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral shall be maintained at locations other than as provided (except for non-exclusive licenses granted by a Debtor in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops its ordinary course of business and other portable electronic items used sales of inventory by such Debtor in the its ordinary course of business)) without the prior written consent of a Majority in Interest. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) All Inventory Except as set forth on Schedule 3.5(v) of the Note Purchase Agreement, there is not on file in all material respects any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of good any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall not execute and marketable quality, free from material defectsshall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses The capital stock and other intangible assets that are used equity interests listed on Schedule I represent all of the capital stock and other equity interests of the Company Subsidiaries (as defined in the conduct Note Purchase Agreement), and represent all capital stock and other equity interests owned, directly or indirectly, by the Debtors. All of its business operations as now operatedthe Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the extent that such failure to own or possess covenants and agreements set forth herein and the right to use such asset other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would not reasonably be expected to have a material adverse effect on Borrower’s business the value of the Collateral or operationson the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time, and no such asset, to make copies of records pertaining to the best knowledge Collateral as may be requested by a Secured Party from time to time. (g) All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of Borrower, conflicts the Debtors with respect to the valid Intellectual Property, license, or intangible asset ofCollateral is accurate and complete in all material respects as of the date furnished.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest Except as otherwise provided in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Perfection Certificate, Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (cb) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and other portable electronic items used such bailee must execute and deliver a bailee agreement in the ordinary course of business)form and substance satisfactory to Bank in its sole discretion. (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsand its Subsidiaries own, or possesses possess the right to use to the extent use, all of Intellectual Property that is reasonably necessary in its businessfor the operation of their respective businesses, all Intellectual Property, licenses and without conflict with the rights of any other intangible assets that are used in the conduct of its business operations as now operatedPerson, except to for such Intellectual Property for which the extent that such failure to own or possess the right to use such asset would could not reasonably be expected to have result in a material adverse effect on Material Adverse Change. To the best of Borrower’s business knowledge, none of such Intellectual Property has been judged invalid or operationsunenforceable, in whole or in part, and no claim has been made that any part of such asset, to Intellectual Property created or owned by Borrower violates the best knowledge rights of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofany third party.

Collateral. (a) The security SCHEDULES I, II, III AND IV hereto (as such schedules may be amended, supplemented or modified from time to time) set forth (i) the name and jurisdiction of organization of, and the ownership interest granted herein is (including percentage owned and shall at all times continue number of shares, units or other equity interests) of such Credit Party in the Shares, LLC Interests and Partnership Interests issued by each of such Credit Party's direct Subsidiaries which are required to be a first priority perfected security interest included in the Collateral and pledged hereunder, (subject ii) all other Shares, LLC Interests and Partnership Interests directly owned by such Credit Party that are required to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of be included in the Collateral upon which it purports and pledged hereunder and (iii) the issuer, date of issuance and amount of all promissory notes directly owned or held by such Credit Party that are required to ▇▇▇▇▇ ▇ ▇▇▇▇ be included in the Collateral and pledged hereunder. Such Credit Party holds all such Collateral directly (i.e., free and clear of not through a Subsidiary, Securities Intermediary or any and all Liens except Permitted Liensother Person). (b) Borrower All Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests has been duly authorized and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights of any Person. Except as set forth on SCHEDULES I, III and IV hereto, (i) such Collateral Accounts at constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the respective issuers thereof, (ii) no issuer of Collateral has outstanding any security convertible into or exchangeable for any shares of its capital stock or other equity interests or any warrant, option, convertible security, instrument or other interest entitling the holder thereof to acquire any such shares or any security convertible into or exchangeable for such shares, (iii) there are no voting -11- trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such shares of its capital stock and (iv) there are no Liens or agreements, arrangements or obligations to create or give any bank Lien relating to any such shares of capital stock. No Credit Party is now and or financial institution will become a party to or otherwise bound by any agreement, other than Bank or Bank’s Affiliates except for this Agreement, which restricts in any manner the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations rights of the Account Debtors. (c) The U.S. Collateral is not in the possession Agent or any other present or future holder of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)with respect thereto. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is Borrower and shall at all times continue to be each of its Subsidiaries that are a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has Borrower or Guarantor have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇g▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and neither Borrower has no Collateral nor any of its Subsidiaries that are Borrowers or Guarantors have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (cb) The On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral in the Perfection Certificate or as permitted pursuant to Section 6.2 excess of Two Hundred and Fifty Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$250,000.00). None of the components of the Collateral (other than laptop computers, cell phones and tablets) shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.11. (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsand each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, or possesses the right to use to the extent reasonably necessary in free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its business, all Intellectual Property, licenses and other intangible assets Subsidiaries’ Patents that are used material to their business are valid and enforceable and no part of Borrower’s or its Subsidiaries’ registered Intellectual Property has been judged invalid or unenforceable, in the conduct of its business operations as now operatedwhole or in part, except (A) to the extent that such failure registered Patents are, after prior written notice to own Collateral Agent, abandoned because they are not useful in Borrower’s or possess any of its Subsidiaries’ business and the right cost of maintaining their registration outweighs any potential foreseeable benefits or (B) European Patent No. EP3209381 and (ii) to use the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such asset would claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material adverse effect on license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s business or operationssuch Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and no such asset, each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the best knowledge public) of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofany material intellectual property.

Collateral. Cause (ax) The security interest granted herein is all present and shall 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 continue to perfected First Priority Liens in favor of the Administrative Agent to secure the Secured Obligations pursuant to the terms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and provided further that (i) No mortgages or fixture filings in county records will be required to be a first priority perfected security interest executed or recorded on or with respect to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in the Collateral (subject Section 6.11(c) with respect to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toMaterial Real Property as therein described, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens.provided that transmitting utility Uniform Commercial Code financing statements may be filed in state central filing offices; (bii) Borrower has no Collateral Accounts at or Control agreements will not be required with any bank or financial institution other than Bank or Bank’s Affiliates except respect to deposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a Joint Venture will not be required for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith so long as and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection 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 Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required pursuant to be pledged to secure debt of such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of such other pledge prohibit a lien to secure the Account Debtors.Secured Obligations; (civ) The Collateral is with respect to owned vehicles, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting Liens on, a certificate so title, Liens on such assets need not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business).perfected; (dv) All Inventory Liens on assets will not be required, and/or perfection of Liens will not be required, in circumstances where the Administrative Agent and the Borrower agree that the cost of obtaining (or perfecting, as applicable) a Lien on such assets is materially disproportionate in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use relation to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except benefit to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofSecured Parties afforded thereby.

Collateral. (a) The Issuer is the owner of the Receivables and the Related Property with respect thereto, free and clear of all Adverse Claims (other than Permitted Liens). (b) This Base Indenture constitutes a valid and continuing security interest granted herein in the Collateral in favor of the Indenture Trustee on behalf of the Investor Noteholders, which security interest is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject except to Permitted Liens). the extent that 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 Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and 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 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 Indenture Trustee's security interest in the Collateral to the extent 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 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 Issuer's principal place of business and chief executive office shall be at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d the place where its records concerning the Collateral are kept is at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d 200 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ has good title toParkway, rights inWest Amherst, NY, 14228. The Issuer does not transact, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhas not transacted, free and clear of business under any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)name. The Accounts are bona fide, existing obligations Issuer is organized under the laws of the Account DebtorsDelaware. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. Subject to the proviso contained in this Section 5.1.8, the Collateral Agent and the Administrative Agent shall have 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 security interest granted herein is the certificates (if any) evidencing (i) all of the issued and outstanding shares of Capital Securities in the Borrower pledged by the 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 at all times continue be accompanied by undated instruments of transfer duly executed in blank; (b) final copies of UCC financing statements 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 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 first priority perfected 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) (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for (A) the Collateral Accounts described creation and perfection of a security interest on the domestic assets acquired in the Perfection Certificate delivered Transactions with respect to Bank which a Lien may be perfected solely by the filing of a financing statement under the UCC in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee central filing office (such as the office of a warehousesecretary of state); provided that it is understood that the actual filing of such financing statement shall be completed substantially concurrently with the Closing Date and shall not be a condition to funding under the Facilities on the Closing Date and (B) except as otherwise provided delivery of equity certificates of the Borrower and related undated instruments of transfer executed in blank), after the Perfection Certificate Borrower’s use of commercially reasonable efforts to do so, then the provision or as permitted perfection of such security interest shall not constitute a condition precedent to the availability of the Loans and initial funding of the Facilities on the Closing Date under this Section 5.1.8 but shall instead be required to be delivered and/or perfected pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)7.8. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (A) The Collateral Agent shall have received on the Closing Date the following, in the form and substance reasonably satisfactory to the Initial Purchasers, but only to the extent not previously delivered: (i) appropriately completed copies of Uniform Commercial Code financing statements naming Kratos and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements; (ii) appropriately completed copies of Uniform Commercial Code Form UCC- 3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any person in any collateral described in any Collateral Agreement previously granted by any person; (iii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name Kratos or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that evidence Permitted Liens); (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; (B) The Collateral Agent and its counsel shall be satisfied that (a) The security interest the Lien granted herein is and shall at all times continue to be a first priority perfected security interest the Collateral Agent, for the benefit of the Secured Parties in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, collateral described above is of the priority described in the Time of Sale Document and the power to transfer each item Final Offering Memorandum and (b) no Lien exists on any of the collateral described above, other than the Lien created in favor of the Collateral upon which it purports Agent, for the benefit of the Secured Parties pursuant to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except a Collateral Agreement in each case subject to the Permitted Liens.; (bC) Borrower has no Collateral Accounts at All Uniform Commercial Code financing statements or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith similar financing statements and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is Uniform Commercial Code Form UCC-3 termination statements required pursuant to clause (d)(A)(i) and (d)(A)(ii) above (collectively, the terms of Section 5.9(c“UCC Statements”) shall have been delivered to CT Corporation System or another similar filing service company acceptable to the Collateral Agent (the “Filing Agent”). The Accounts are bona fideFiling Agent shall have acknowledged in a writing that is reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent’s receipt of all UCC Statements, existing obligations (ii) that the UCC Statements have either been submitted for filing in the appropriate filing offices or will be submitted for filing in the appropriate offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Collateral Agent and its counsel of the Account Debtorsresults of such submissions within 30 days following the Closing Date. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, such of its owned Property (abut in any event excluding real property) The security interest granted herein is and shall that constitutes Collateral pursuant to the Collateral Documents to be subject at all times continue to be a first priority perfected security interest Liens in favor of the Collateral (subject Administrative Agent for the benefit of the Holders of Secured Obligations, to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, secure the Secured Obligations in accordance with the terms and the power to transfer each item conditions of the Collateral upon which it purports Documents, subject in any case to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderLiens permitted by Section 6.15 hereof; provided, free however, that the Borrower and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or the other Credit Parties shall not be required to comply with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)the Federal Assignment of Claims Act in connection with their pledge of any Collateral to the Administrative Agent. The Accounts are bona fide, existing obligations Pledge and Security Agreement sets forth the types of Property required to be subject to such Liens and the priority of such Liens. Without limiting the generality of the Account Debtors. (c) The Collateral is not in foregoing, the possession of any third party bailee (such as a warehouse) except as otherwise provided in Borrower will cause the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None Applicable Pledge Percentage of the components 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, perfected Lien in favor of the Administrative Agent in accordance with the terms and conditions of this Agreement and the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, in each case to the extent, and within such time period as is, reasonably required by the Administrative Agent, subject in any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (i) no Credit Party shall be maintained at locations other than as provided in required to pledge (A) the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course equity interests of business). (d) All Inventory is in all material respects Roto-Rooter of good and marketable qualityCanada, free from material defects. (e) Borrower ownsLtd., VNF, or possesses any Rabbi Trust or Rabbi Trust Subsidiary (B) more than 40% of the right to use to equity interests of RR Plumbing Services Corporation, (C) more than 49% of the extent reasonably necessary in its businessequity interests of Complete Plumbing Services Inc., all Intellectual Propertyor (D) more than 80% of the equity interests of Nurotoco of New Jersey, licenses and other intangible assets that are used in the conduct of its business operations as now operatedInc.; provided, however, that, except to the extent necessary to satisfy any licensing requirement under applicable law with respect to the Borrower's or any Subsidiary's business, the Borrower will not permit, nor will it permit any other Credit Party to, grant a security interest in, pledge or deliver to any non-Credit Party those equity interests that are not pledged or delivered to the Administrative Agent pursuant to this Section 6.25; and (ii) 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 its counsel reasonably determines that such failure to own or possess the right to use such asset pledge would not reasonably be expected provide material credit support for the benefit of the Holders of Secured Obligations pursuant to have a material adverse effect on Borrower’s business or operationslegally valid, binding and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofenforceable pledge agreements.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Each Loan Party has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower . No Loan Party has no any Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account DebtorsCertificate. (cb) The As of the Effective Date, no material tangible Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Certificate. (dc) All Inventory is in all material respects Other than as a result of good any action permitted or not prohibited under any Loan Document and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations except as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a Material Adverse Change, (A) each Loan Party is the sole owner of the Intellectual Property which it owns or purports to own and (B) to the extent issued, each Patent which a Loan Party owns or purports to own and which in the good faith commercial judgement of such Loan Party is material adverse effect on Borrowerto such Loan Party’s business or operations, and no such asset(i) is, to the best knowledge of Borrowersuch Loan Party, conflicts valid and enforceable to the extent of its validly issued claims, and (ii) has not been judged invalid or unenforceable, in whole or in part. To each Loan Party’s knowledge, no claim has been made that any part of the Intellectual Property which a Loan Party owns or purports to own violates the rights of any third party except to the extent such claim would not reasonably be expected to have a Material Adverse Change. (d) Except as expressly contemplated by the Loan Documents, the provisions of the Loan Documents, together with such filings and other actions required to be taken by the Loan Documents (including the delivery to Agent of any pledged Collateral required to be delivered pursuant to the Loan Documents), are effective to create in favor of Agent, for the benefit of the Secured Parties, a legal, valid Intellectual Propertyand enforceable Lien (except as enforceability may be limited by applicable bankruptcy, licenseinsolvency, reorganization, moratorium or intangible asset ofother similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity) to the extent a Lien thereon may be created under the Code or otherwise under U.S. law and a first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein.

Collateral. Any Collateral provided to the Trustee: (a) The security interest granted herein is (Liquidity Provider Cash Deposit): as collateral by a Liquidity Facility Provider and shall at all times continue any amount standing to be a first priority perfected security interest the credit of the Cash Deposit Account (as defined in the Collateral Liquidity Facility Agreement) will not be available for distribution in accordance with clauses 13.1 (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item “Priority of payments”) of the Collateral upon which it purports Master Security Trust Deed and 4.1 (“Priority of payments to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear Secured Creditors”) of any and all Liens except Permitted Liens. this Deed. Any such collateral or amount (bas the case may be) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, shall be returned to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, Liquidity Facility Provider except to the extent that such failure the relevant Liquidity Facility Agreement requires it to own or possess the right be applied to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, satisfy any obligation owed to the best knowledge Trustee by the Liquidity Facility Provider; (b) (Basis Swap Provider collateral): as collateral by a Basis Swap Provider, any Net Prepayment Amount and any amount standing to the credit of Borrower, conflicts the NPA Account (as defined in the Hedge Agreement) will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such collateral or amount (as the case may be) shall (subject to the operation of any netting provisions in the relevant Hedge Agreement) be returned to the Basis Swap Provider except to the extent that the relevant Hedge Agreement requires it to be applied to satisfy any obligation owed to the Trustee by the Basis Swap Provider; (c) (Fixed Rate Swap Provider collateral): as collateral by a Fixed Rate Swap Provider and any amount standing to the credit of the Swap Collateral Account (as defined in the Hedge Agreement) will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such collateral or amount (as the case may be) shall (subject to the operation of any netting provisions in the relevant Hedge Agreement) be returned to the relevant Fixed Rate Swap Provider except to the extent that the relevant Hedge Agreement requires it to be applied to satisfy any obligation owed to the Trustee by that Fixed Rate Swap Provider; and (d) (Servicer Prepayments): as a prepayment by the Servicer of Collections under clause 15.8 (“Prepayment of Collections”) of the Series Supplement will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such prepayment shall be returned to the Servicer except to the extent necessary to satisfy the Servicer’s obligations to remit Collections to the Trustee in accordance with the valid Intellectual Property, license, Series Supplement. For the purposes of clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed the Secured Moneys will be calculated after any distribution or intangible asset ofreturn of Collateral under this clause 4.2.

Collateral. (ai) The Pursuant to the Security Documents and as collateral security interest granted herein is for the payment and performance of its Obligations, each Applicant shall at all times continue grant and convey to be Bank a first priority perfected security interest in the Collateral (charged and pledged by it, prior and superior to all other liens, except for liens in favor of the Custodian securing payment of amounts advanced to settle authorized transactions or pay income or distributions in respect of Collateral. Each Applicant shall cause the Collateral charged and pledged by it to be made subject to Permitted Liensthe Security Documents (in form and substance reasonably acceptable to Bank) necessary for the perfection of the security interest in the Collateral and for the exercise by Bank of its rights and remedies with respect thereto. Each Applicant shall promptly after the date hereof file a charge against the Collateral with the Bermuda Registrar of Companies and deliver evidence of such filing to Bank no later than thirty (30) days after the date hereof. (ii) Each Applicant shall at all times cause the Collateral Value of the Collateral pledged by it to equal or exceed the Outstanding Credits of such Applicant at such time. If on any date the Outstanding Credits of such Applicant shall exceed the Collateral Value of the Collateral pledged by such Applicant, such Applicant agrees to pay or deliver within three (3) Business Days to the Custodian Collateral having an aggregate Collateral Value of not less than the amount of such excess, with any such Collateral to be held in such Applicant’s Custodial Account as security for all Obligations of such Applicant hereunder. (iii) Guarantor shall deliver to Bank a certificate in a form reasonably satisfactory to Bank, setting forth with respect to each Applicant the Outstanding Credits of such Applicant, the fair market value of each Applicant’s Collateral by category and in the aggregate, the calculation of each Applicant’s Collateral Value and such other information as Bank may reasonably request (A) within ten (10) Business Days after the end of each fiscal quarter, (B) at and as of such other times as Bank may reasonably request and (C) at such other times as Guarantor may desire. (iv) Each Applicant shall cause the Custodian to provide to Bank, in a manner and at times consistent with the terms of the relevant Control Agreement, information with respect to each of its Custodial Accounts, in a format to be agreed by Bank (acting reasonably). ▇▇▇▇▇▇▇▇ has good title to, rights inwhich information shall provide, without limitation, a detailed list of the assets in each such Custodial Account (including the amount of cash and a detailed description of the Collateral (including a breakdown listing the name of each issuer, and the power to transfer each item fair market value of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderassets held of such issuer)), free the fair market value of those assets and clear the pricing source of any and all Liens except Permitted Lienssuch valuation. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is and shall at Borrower owns all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Franchisee Notes and all the other Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at liens, encumbrances, claims or with interests of any bank or financial institution other than Bank or Bank’s Affiliates kind whatsoever, except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinof Chase Manhattan Bank, the successor by merger to Chemical Bank (to be released at the Closing) and the security interest of the Lender created by this Agreement. Each of the Franchisee Notes is genuine and in all respects what it purports to be; has been, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations best of the Account Debtors. (c) The Collateral Borrower's knowledge, duly executed by all the parties whose signatures purport to appear thereon; and is not a valid and binding obligation of each such party, fully enforceable in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in accordance with its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operatedwritten terms, except to the extent that such failure enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to own or possess affecting the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsenforcement of creditors' rights generally, and by principles of equity. To the best of the Borrower's knowledge, none of the Franchisee Notes are subject to any defenses, offsets, counterclaims or adjustments of any kind. No event of default present exists under any of the Initial Notes. The amount due as of the date of this Agreement under each of the Franchisee Notes and the date of the next scheduled payment due under each Franchisee Note is accurately set forth in Schedule 1 to this Agreement. The Borrower has received no prepayments (payments due more than thirty (30) days after the date of such assetpayment) of any amounts due under any of the Franchisee Notes except as disclosed in Schedule 1. All of the Franchisee Notes and the Franchisee Documents will, on or before the Closing, be delivered to the best knowledge Lender and will set forth all the terms and provisions thereof; and there are no agreements or understandings of Borrower, conflicts with any kind between the valid Intellectual Property, license, or intangible asset ofBorrower and the obligors under the Franchisee Notes regarding the Franchisee Notes except as set forth in those instruments and documents.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Each Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Each Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered on the Effective Date, Excluded Accounts, or as to Bank which Lead Borrower has provided written notice in connection herewith and accordance with Section 5.9(b) andCollateral Accounts as to which such Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Certificate. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Each Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsMaterial Adverse Effect, and no such asset, to the best knowledge of such Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofof any other Person to the extent that such conflict would reasonably be expected to have a Material Adverse Effect. (f) Except as noted on the Perfection Certificate on the Effective Date or for which notice has been given to Bank pursuant to and in accordance with Section 5.11(a), each Borrower is not a party to, nor is it bound by, any Restricted License.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and Borrower has no Collateral does not have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate delivered to Bank Collateral Agent in connection herewith and with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. Exhibit F, as may be updated by the Borrower in a written notice provided to Collateral Agent after the Effective Date, is a true, correct and complete list of (i) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (ii) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. (cb) The On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided disclosed in the Perfection Certificate or Certificate, and, as permitted pursuant to Section 6.2 of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Three Hundred Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$300,000). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.2 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver to a bailee any portion of the Collateral in excess of Three Hundred Thousand Dollars (other than laptops $300,000), then Borrower will first receive the written consent of Collateral Agent and other portable electronic items used such bailee must execute and deliver a bailee agreement in the ordinary course of business)form and substance reasonably satisfactory to Collateral Agent. (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsis the sole owner of the Intellectual Property each respectively purports to own, except for non-exclusive licenses granted to its collaboration partners or possesses customers in the right to use ordinary course of business. (i) Each of Borrower’s Patents is valid and enforceable and no part of Borrower’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the extent reasonably necessary in its businessbest of Borrower’s knowledge, all no claim has been made that any part of the Intellectual Property, licenses and other intangible assets that are used in Property or any practice by Borrower violates the conduct rights of its business operations as now operated, any third party except to the extent that such failure to own or possess the right to use such asset would claim could not reasonably be expected to have a material adverse effect on Borrower’s business or operationsbusiness. Exhibit G is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and no such assetmaterial agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Effective Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder. Except as noted on the best knowledge of Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower, conflicts with the valid Intellectual Property, license’s interest in such license or agreement or any other property, or intangible asset (ii) for which a default under or termination of could interfere with Collateral Agent’s and Lenders’ right to sell any Collateral. Notwithstanding the foregoing, Borrower shall provide written notice to Collateral Agent and Lenders within ten (10) days of entering into or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents.

Collateral. The security interests granted to Administrative Agent pursuant to the Collateral Documents in the Collateral related to the Funded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines (a) The security interest granted herein is and shall at all times continue constitute as to be a first priority perfected security interest personal property included in the Collateral (subject and, with respect to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described subsequently acquired personal property included in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank Collateral, will constitute, a perfected security interest therein, under the UCC to the extent a security interest can be perfected by filing or, in the case of the Accounts and the 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 perfection 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 possession of portions of such Collateral is required pursuant for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's rights in and to such Collateral to the terms extent Administrative Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of Section 5.9(c)notice or other similar action. The Accounts are bona fideNo filing, existing obligations recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate interest, title or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components Liens of the Collateral shall be maintained at locations other than as provided in Documents related to the Perfection Certificate or as permitted Funded Projects (including equipment leased to a Project Owner pursuant to Section 6.2 (other than laptops an Equipment Lease) and other portable electronic items used in the ordinary course of business). (d) All Inventory is in Funded Turbines, and all material respects of good and marketable quality, free from material defects. (e) Borrower owns, such filings or possesses the right to use recordings will have been made to the extent reasonably necessary in its business, Administrative Agent's security interest can be perfected by filing. Each Portfolio Entity has properly delivered or caused to be delivered to Administrative Agent all Intellectual Property, licenses such Collateral that requires perfection of the Lien and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofsecurity interest described above by possession.

Collateral. (a) The Each Person that 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 applicable Security Documents and, within the time periods set forth in ‎Section 4.15(b) and the applicable Security Documents, shall as promptly as practicable execute and deliver such security interest granted herein is instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and shall at all times continue delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that the Indenture provides may be a delivered after the Issue Date (to the extent, and substantially in the form (as determined by the Company in good faith) delivered on the Issue Date or the date first priority perfected security interest 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). ▇▇▇▇▇▇▇▇ has good title to) in properties and assets that constitute Collateral, rights as security for such Guarantor’s Note Guaranty 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, and the power Security Documents in order to transfer each item of satisfy the Collateral upon which it purports Vessel Requirements, and thereupon all provisions of this Indenture relating to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderthe Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided that for as long as the Senior Secured Credit Facility Obligations are outstanding, free and clear of the Grantors will not be required to take any and all Liens except Permitted Liensactions to create or perfect any liens unless such actions are required to create or perfect liens securing such Senior Secured Credit Facility Obligations. (b) Borrower has no Collateral Accounts at On or with 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 secures any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered First Lien Obligations that is not automatically subject to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinunder the Security Documents, then the Company or such Restricted Subsidiary will as promptly as reasonably practicable, but in 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 extent Collateral on the Issue Date or on the date first delivered in the case of Collateral that perfection is required pursuant the 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, and substantially in the form (as determined by the 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 of Section 5.9(c). The Accounts are bona fide, existing obligations or requirements of the Account DebtorsCredit 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) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to To the extent that such failure any instrument or deliverable under the Security Documents relating to own the Notes is not delivered on or possess prior to the right Issue Date with respect to use such asset would not reasonably be expected to have a material adverse effect the Collateral in existence on Borrower’s business or operationsthe Issue Date, the Issuers will, and no will cause the Guarantors to, deliver such asset, instruments and deliverables within 60 days following the Issue Date or such longer period of time as agreed to by the best knowledge Collateral Trustee or such longer period of Borrower, conflicts with time granted to perfect the valid Intellectual Property, license, or intangible asset ofcorresponding liens securing the Senior Secured Credit Facility Obligations.

Collateral. (a) The security interest granted herein is All outstanding equity interests in whatever form of each Subsidiary of the Borrower owned by or on behalf of any Person intended to become a Credit Party as of the Initial Transaction Closing Date shall have been pledged pursuant to the Pledge Agreement (except that the Credit Parties shall not be required to pledge more than 65% of the outstanding voting equity interests of any first tier Foreign Subsidiary) and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toTrustee shall have received all certificates representing such securities pledged under the Pledge Agreement, rights in, accompanied by instruments of transfer and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensundated stock powers endorsed in blank. (b) All evidences of Indebtedness of the Borrower has no Collateral Accounts at or with and each Domestic Subsidiary that are owing to any bank or financial institution other than Bank or Bank’s Affiliates except for Credit Party that is a party to the Collateral Accounts described in Pledge Agreement as of the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinInitial Transaction Closing Date shall, to the extent that perfection is required 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 terms Pledge Agreement, and the Collateral Trustee shall have received all such promissory notes, together with instruments of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorstransfer with respect thereto endorsed in blank. (c) The Collateral is not in All documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Administrative Agent or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral Trustee to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents shall be maintained at locations other than as provided in have been filed, registered or recorded or delivered to the Perfection Certificate Collateral Trustee for filing, registration or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)recording. (d) All Inventory is The Collateral Trustee shall have received, in all material respects respect of good each Mortgaged Property listed on Schedule 7.3(d) under the caption “Initial Transaction Closing Date”: (i) a policy or policies of title insurance using the forms required by the Texas Department of Insurance and marketable qualityissued by a nationally recognized title insurance company insuring the Lien of each Deed of Trust listed on Schedule 7.3(d) under the caption “Initial Transaction Closing Date” as a valid Lien (with the priority described therein) on the Mortgaged Property described therein, free from material defects. of any other Liens except as expressly permitted by Section 12.2, together with such endorsements and reinsurance as the Administrative Agent or the Collateral Trustee may reasonably request; and (eii) Borrower owns, or possesses the right to use a survey (A) prepared by a surveyor acceptable to the extent reasonably necessary in its businessAdministrative Agent, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except (B) dated not earlier than three months prior to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operationsInitial Transaction Closing Date, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of(C)

Collateral. Upon the proper filing of the Delaware Financing Statements in the Delaware Filing Office, the Article 9 Security Interest granted by the Parent, the Issuers and the Guarantors, as applicable, in that portion of the Collateral in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code of the State of Delaware will be perfected. In addition, such counsel shall state that it has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent auditors of the Issuers and the Guarantors, representatives of the independent reserve engineers of the Issuers and the Guarantors and the Issuers’ and the Guarantors’ representatives, at which the contents of the General Disclosure Package and the Final Offering Circular and related matters were discussed. Although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for or expressing any opinion regarding the accuracy, completeness or fairness of the statements contained in, the General Disclosure Package and the Final Offering Circular (except to the extent specified in paragraphs (viii) and (ix) above), based on the foregoing in the course of acting as counsel to the Issuers and the Guarantors in this transaction (and relying as to materiality as to factual matters on officers, employees and other representatives of the Issuers and the Guarantors), no facts have come to such counsel’s attention that have caused such counsel to believe that: · the General Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or · the Final Offering Circular, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that in each case we have not been asked to, and do not, express any belief with respect to (a) The security interest granted herein the financial statements and schedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, (b) the summary reserve report of the independent reserve engineer and reserve information contained or included or incorporated by reference therein or omitted therefrom or (c) representations and warranties and other statements of fact contained in the exhibits to documents incorporated by reference therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Issuers and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law, the laws of the State of New York, the Texas Limited Liability Company Act, the DGCL and the DLLCA, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign corporation or limited liability company, as the case may be, of the Issuers and the Guarantors and each of their respective subsidiaries, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall at be provided to counsel to the Purchaser), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the members of Issuers or the Guarantors may be subject; and (vi) with respect to the opinions expressed in paragraphs (vi), (vii) and (viii) relating to the existence of any lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all times continue to be a first priority perfected security interest financing statements on file as of the dates thereof in the Collateral (subject to Permitted Liens)office of the Secretary of State of the State of Delaware, naming any of the Issuers or the Guarantors as debtor. ▇▇▇The undersigned, Executive Vice President and Chief Financial Officer of ▇▇▇▇▇ has good title toEnergy, rights inInc., a Delaware corporation (and together with its subsidiaries, the power “Company”), in his capacity as such, hereby certifies pursuant to transfer each item Section 7(h) of the Collateral upon which it purports to Purchase Agreement, dated February 12, 2018 (the “Purchase Agreement”), by and among ▇▇▇▇▇ ▇ Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), ▇▇▇▇▇ hereunderEnergy Finance Corp., free a Delaware corporation (together with JEH LLC, the “Issuers”), the guarantor parties thereto and clear of any and all Liens except Permitted Liens. Credit Suisse Securities (bUSA) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for LLC (the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions “Purchaser”), that as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofdate hereof:

Collateral. The Administrative Agent shall have received: (ai) The security interest granted herein searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is and shall at all times continue located or where a filing would need to be a first priority perfected made in order to perfect the Collateral Agent's security interest in the Collateral (subject to Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to; (ii) duly executed UCC financing statements for each Credit Party for each appropriate jurisdiction as is necessary, rights inin the Administrative Agent's sole discretion, and the power to transfer each item of perfect the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens.Agent's security interest in the Collateral; (biii) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for all stock certificates evidencing the Capital Stock pledged to the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required Agent pursuant to the terms Pledge Agreement, together with duly executed in blank undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of Section 5.9(c). The Accounts any Foreign Subsidiary, such stock powers are bona fide, existing obligations deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the Account Debtors.jurisdiction of incorporation of such Person); (civ) The in the case of any Collateral is not located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; (v) all instruments and chattel paper in the possession of any third party bailee (such of the Credit Parties, together with allonges or assignments as a warehouse) except as otherwise provided may be necessary or appropriate to perfect the Collateral Agent's security interest in the Perfection Certificate or Collateral; (vi) an original, executed copy of an assignment of factoring proceeds, consented to in writing by the applicable Factor and otherwise in form and substance satisfactory to the Administrative Agent, for each Factoring Agreement existing as permitted pursuant to Section 6.2 of the Closing Date; and (other than laptops and other portable electronic items used vii) all duly executed consents as are necessary, in the ordinary course of business). None of the components of Administrative Agent's sole discretion, to perfect the Collateral shall be maintained at locations other than as provided Agent's security interest in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Collateral. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. If an Event of Default has occurred and is continuing, Administrative Agent shall have, in addition to all other rights of Administrative Agent, the rights and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (ai) The security interest granted herein is Administrative Agent may notify Account Debtors to make payment directly to Administrative Agent, for the account of Lenders, or to such address as Administrative Agent may specify, and shall at enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Administrative Agent considers appropriate, and in such case, Administrative Agent will credit the Obligations with only the net amounts received by Administrative Agent in payment thereof after deducting all times continue Lender Expenses incurred or expended in connection therewith; (ii) Administrative Agent may cause the Pledged Cash Collateral to be a first priority perfected security interest in applied to the Collateral Obligations, without prior notice; (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item iii) Administrative Agent may take possession of the Collateral upon which and keep it purports on Borrower's premises or remove all or any part of it to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderanother location selected by Administrative Agent; (iv) on request by Administrative Agent, free Borrower will, at Borrower's cost, assemble the Collateral and clear make it available to Administrative Agent at a place reasonably convenient to Administrative Agent; and (v) Administrative Agent may sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for upon such terms as Administrative Agent deems appropriate. Unless the Collateral Accounts described is perishable or threatens to decline speedily in the Perfection Certificate delivered to Bank in connection herewith and which value or is of a type customarily sold on a recognized market, Administrative Agent will give Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations reasonable notice of the Account Debtors. (c) The Collateral is not in the possession time and place of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate public sale thereof or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components time after which any private sale or any other intended disposition thereof is to be made. For this purpose, it is agreed that at least five (5) days notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 14.6 shall be maintained deemed to be reasonable notice in conformity with the UCC. Administrative Agent may adjourn or otherwise reschedule any public sale by announcement at locations the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Administrative Agent shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is sold on terms other than as provided payment in full at the Perfection Certificate time of sale, no credit shall be given in reduction of the Obligations until Administrative Agent receives payment in cash, and if any such buyer defaults in payment, Administrative Agent may resell the Collateral without further notice to Borrower. In the event Administrative Agent seeks to take possession of all or as permitted pursuant any portion of the Collateral by judicial process, Borrower waives the posting of any bond, surety or security with respect thereto which might otherwise be required. Borrower agrees that Administrative Agent has no obligation to Section 6.2 (preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. Administrative Agent is hereby granted a license or other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use use, without charge, Borrower's labels, patents, copyrights, name, trade secrets, trade names, trademarks in completing production of, advertising or selling any Collateral, and Borrower's rights under all licenses shall inure to Administrative Agent's benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be applied first to all expenses of sale, including reasonable attorneys' fees, and then to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofObligations. Borrower shall remain liable for any deficiency.

Collateral. (ai) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in Without the Collateral (consent of any other person, but subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe terms of any applicable Intercreditor Agreement, rights in, the applicable Credit Party or Credit Parties and the power to transfer each item of the Administrative Agent and/or Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderAgent may (in its or their respective sole discretion, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinshall, to the extent that perfection is required pursuant by any Loan Document enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument), to effect the terms granting, perfection, protection, expansion (including to cover additional amounts as secured obligations thereunder) or enhancement of Section 5.9(c). The Accounts are bona fide, existing obligations any security interest in any Collateral or additional property to become Collateral for the benefit of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate Secured Parties, or as permitted pursuant required by local law to Section 6.2 (other than laptops and other portable electronic items used in give effect to, or protect any security interest for the ordinary course of business). None benefit of the components Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 Law (other than laptops and other portable electronic items used in the ordinary course of businessincluding local law). (dii) All Inventory is Notwithstanding anything in all material respects this Agreement or any Security Document to the contrary, the Administrative Agent and/or, as applicable, the Collateral Agent may, in its sole discretion, grant extensions of good time for the satisfaction of any of the requirements under Sections 5.10 and marketable quality, free from material defects.5.11 or of any Security Document in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral or such Subsidiary cannot be accomplished without (eiii) Borrower ownsThe Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be automatically released (i) in full, upon the Payment in Full of the Obligations, (ii) upon the sale or possesses the right other disposition of such Collateral to use any Person other than another Credit Party, to the extent reasonably necessary such sale or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided by any Credit Party upon its businessreasonable request without further inquiry), all Intellectual Property(iii) if the release of such Lien is approved, licenses and authorized or ratified in writing by the Required Lenders (or such other intangible assets that are used percentage of the Lenders whose consent may be required in the conduct of its business operations as now operatedaccordance with this Section 10.02), except (iv) to the extent that the property constituting such failure Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Guarantee (in accordance with the final paragraph of Section 9.10), (v) as required to own effect any sale or possess other disposition of Collateral in connection with any exercise of remedies of the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, Collateral Agent pursuant to the best knowledge of Borrower, conflicts with the valid Intellectual Property, licenseSecurity Documents, or intangible asset of(vi) if such assets constitute Excluded Property.

Collateral. The Borrower shall: (a) The security interest granted herein promptly notify the Administrative Agent in writing upon the acquisition or creation by any Credit Party of a Deposit Account or Securities Account not listed on the notice provided to the Administrative Agent pursuant to Section 6.19 hereof, and, within 30 days of the creation of such Deposit Account or Securities Account (unless a longer period is agreed to in writing by the Administrative Agent), provide for the execution of a Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto, if required by the Administrative Agent or the Required Lenders; provided that a Control Agreement shall not be required for (i) an Excluded Deposit Account, or (ii) other Deposit Accounts or Securities Accounts, so long as (A) the balance of any such Deposit Account or Securities Account does not exceed $250,000 at any time, and shall at (B) the aggregate balance in all times continue to be a first priority perfected security interest in the Collateral (Deposit Accounts and Securities Accounts that are not subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of a Control Agreement does not exceed $750,000 at any and all Liens except Permitted Liens.time; (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bankuse commercially reasonable efforts to deliver to the Administrative Agent an assignment of the Landlord’s Affiliates except Waivers for the Collateral Accounts described in the Perfection Certificate delivered to Bank locations listed on Schedule 6.9(c) hereto obtained in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to with the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account DebtorsExisting Credit Agreement. (c) The Collateral promptly notify the Administrative Agent in writing whenever the Equipment or Inventory of a Company with a value in excess of $250,000 is not in the possession located at a location of any a third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops another Company) that is not listed on Schedule 6.9(a) hereto and other portable electronic items used in use commercially reasonable efforts to deliver a bailee’s waiver, processor’s waiver, Landlord’s Waiver or similar document or notice that may be required by the ordinary course of business). None of Administrative Agent or the components of the Collateral Required Lenders (it being understood and agreed that no Company shall be maintained at locations other than as provided in the Perfection Certificate required to make any concessions or as permitted pursuant payments to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of businessany landlord to induce such landlord to deliver a Landlord’s Waiver).; (d) All Inventory is promptly notify the Administrative Agent and the Lenders in all material respects writing of good any information that the Borrower has or may receive with respect to the Collateral that might reasonably be determined to materially and marketable quality, free from material defects.adversely affect the value thereof or the rights of the Administrative Agent and the Lenders with respect thereto; (e) Borrower ownsmaintain the Borrower’s Equipment in good operating condition and repair, or possesses the right to use to the extent reasonably necessary in its businessordinary wear and tear, all Intellectual Property, licenses casualty and other intangible assets that are used in the conduct of its business operations as now operatedcondemnation excepted, except to where the extent that such failure to own or possess the right to use such asset do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Borrower; (f) deliver to the Administrative Agent, to hold as security for the Secured Obligations, within ten Business Days after the written request of the Administrative Agent, all certificated Investment Property and any tangible chattel paper owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent; (g) provide to the Administrative Agent, on a quarterly basis (as necessary), a list of any patents, trademarks or copyrights that have been federally registered by the Borrower or a material adverse effect on Borrower’s business or operationsDomestic Subsidiary during such quarter, and no provide for the execution of an appropriate Intellectual Property Security Agreement by the Borrower or such assetDomestic Subsidiary, as applicable; and (h) upon request of the Administrative Agent, promptly take such action and promptly make, execute and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Administrative Agent may from time to time deem reasonably necessary or appropriate, including, without limitation, chattel paper, to carry into effect the best knowledge intention of this Agreement, or so as to completely vest in and ensure to the Administrative Agent and the Lenders their respective rights hereunder and in or to the Collateral. The Borrower hereby authorizes the Administrative Agent, on behalf of the Lenders, to file U.C.C. Financing Statements or other appropriate notices with respect to the Collateral that describe the Collateral as “all assets” of the Borrower or words of similar effect or of a lesser scope or greater detail. If certificates of title or applications for title are issued or outstanding with respect to any of the Inventory or Equipment of the Borrower, conflicts with the valid Intellectual PropertyBorrower shall, licenseupon request of the Administrative Agent, (i) execute and deliver to the Administrative Agent a short form security agreement, prepared by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, and (ii) deliver such certificate or intangible asset ofapplication to the Administrative Agent and cause the interest of the Administrative Agent, for the benefit of the Secured Parties, to be properly noted thereon. All Related Expenses are payable to the Administrative Agent upon demand therefor.

Collateral. (a) The Subject to the Carve Out, with respect to the Debtors, the Interim Order is (and the Final Order when entered will be) effective to create in favor of the Lenders legal, valid, enforceable and fully perfected security interest granted herein is interests in and shall at all times continue Liens on the Collateral described therein. (b) Without limiting the foregoing, the Loan Documents are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except, as it relates to any Non-Filer, as such enforceability may be a first priority perfected limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity) security interest in the Collateral described therein and upon the filing of any UCC financing statements and the taking of any other actions (subject including providing control (as defined in the UCC) or notating the Administrative Agent’s lien on certificates of title) or making of filings required for perfection under the laws of the relevant jurisdictions and specified in such Loan Documents, as necessary, and, if applicable, the taking of actions or making of filings with respect to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toIntellectual Property registrations or applications issued or pending, and, in the case of any real property, filing of the Mortgages as necessary, such Liens constitute perfected and continuing liens on such Collateral, securing the applicable obligations described in such Loan Documents, enforceable (except, as it relates to any Non-Filer, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights ingenerally and by principles of equity) against the applicable Loan Party and all third parties, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhaving priority over all other Liens on such Collateral, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered case of Liens permitted pursuant to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinSection 8.2 hereunder, to the extent that perfection is required such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops applicable law and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary perfection may be achieved by the foregoing filings; provided, however, that additional filings may be required to perfect the security interest for the benefit of the Lenders in its business, all Intellectual Property, licenses and other intangible assets that are used in Property acquired after the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofdate hereof.

Collateral. (a) The security interest granted herein is Borrower and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) . Neither Borrower has no nor any of its Subsidiaries have any Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts those described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith and with respect to which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, to therein within the extent that perfection is time periods required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorsthis Agreement. (cb) The On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided no such third party bailee possesses components of the Collateral, in the Perfection Certificate or as permitted pursuant to Section 6.2 each case, in excess of Five Hundred Thousand Dollars (other than laptops and other portable electronic items used in the ordinary course of business$500,000.00). None of the components of the Collateral shall be maintained at locations other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)6.11. (dc) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsand each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or possesses the right to use its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the extent reasonably necessary in best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its business, all Intellectual Property, licenses and other intangible assets that are used in Subsidiaries violates the conduct rights of its business operations as now operated, any third party except to the extent that such failure to own or possess the right to use such asset would claim could not reasonably be expected to have a material adverse effect Material Adverse Change. Except as noted on the Perfection Certificates, or as disclosed in Borrower’s business filings with the Securities and Exchange Commission, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or operationsother material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and no such asset, each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over‑the‑counter software that is commercially available to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofpublic).

Collateral. (a) The security interest granted herein is Schedules I, II, III and shall at all times continue IV hereto (as such schedules may be amended, supplemented or modified from time to be a first priority perfected security interest in time) set forth (i) the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights inname and jurisdiction of organization of, and the power ownership interest (including percentage owned and number of authorized shares or share capital) of such Loan Party in the Stock, LLC Interests and Partnership Interests issued by each of such Loan Party’s direct Subsidiaries which are required to transfer each item of be included in the Pledged Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ and pledged hereunder, free (ii) all other Stock, LLC Interests and clear Partnership Interests directly owned by such Loan Party that are required to be included in the Pledged Collateral and pledged hereunder and (iii) the issuer, date of issuance and amount of all promissory notes having a face value in excess of $2,500,000 directly owned or held by such Loan Party that are required to be included in the Pledged Collateral and pledged hereunder. Such Loan Party holds all such Pledged Collateral directly (i.e., not through a Subsidiary, Securities Intermediary or any and all Liens except Permitted Liensother Person). (b) Borrower All Pledged Collateral consisting of Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests has been duly authorized and validly issued, is fully paid and, with respect to capital stock of a corporation non-assessable, and is subject to no options to purchase or similar rights of any Person. Except as set forth on Schedules I, III and IV hereto, (i) such Pledged Collateral Accounts at constitutes 100% of the issued and outstanding shares of capital stock or other equity interests of the respective issuers thereof, (ii) no issuer of Pledged Collateral has outstanding any security convertible into or exchangeable for any shares of its capital stock or other equity interests or any warrant, option, convertible security, instrument or other interest entitling the holder thereof to acquire any such shares or any security convertible into or exchangeable for such shares, (iii) there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of such shares of its capital stock and (iv) there are no Liens or agreements, arrangements or obligations to create or give any bank Lien relating to any such shares of capital stock. No Loan Party is now and or financial institution will become a party to or otherwise bound by any agreement, other than Bank or Bank’s Affiliates except for this Agreement and the Collateral Accounts described other Loan Documents, which restricts in any adverse manner the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components rights of the Collateral shall be maintained at locations Agent or any other than as provided in the Perfection Certificate present or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course future holder of business)any Pledged Collateral with respect thereto. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is To secure full and complete payment and performance of the Obligations, each Loan Party shall at all times continue execute and deliver, or cause to be executed and delivered, the Security Documents described below pledging to Agent a first priority perfected security interest in the Collateral Lien (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights as applicable) on the assets of the Loan Parties (together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, the “Collateral”): (a) Borrower and each other Company shall execute and deliver a Security Agreement under which it shall grant to Agent a first priority security interest in, and the power to transfer each item Lien on, all of the Collateral upon following: accounts; accounts receivable; inventory; goods; equipment; machinery; chattel paper; documents; instruments; deposit accounts; general intangibles; and all products, proceeds and accessions to or improvements of, each of the foregoing. Notwithstanding the foregoing, any Loan Party that is a Domestic Subsidiary which it purports is a CFC Holdco and any Loan Party that is a Foreign Subsidiary will not be required to execute a Security Agreement if such Security Agreement by CFC Holdco or such Foreign Subsidiary would, in the good faith judgment of Borrower, result in adverse income tax consequences to the Loan Parties, taken as a whole, under Section 956 of the Internal Revenue Code taking into account actual anticipated repatriation of funds, foreign tax credits and all relevant factors so long as CFC Holdco or such Foreign Subsidiary, as the case may be, does not ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear on its assets to secure other Debt of any and all Liens except Permitted Liensthe Loan Parties which would result in substantially similar tax consequences. (b) Borrower has no Collateral Accounts Each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries to be subject at or with any bank or financial institution other than Bank or Bank’s Affiliates except all times to a first priority, perfected Lien in favor of Agent for the Collateral Accounts described in benefit of Agent and the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest thereinother Secured Parties, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations and conditions of the Account Debtors.Loan Documents or other security documents as Agent shall reasonably request (c) The Collateral is not in the possession Borrower and each other Company shall execute and deliver a Security Agreement or assignment under which it shall grant to Agent a first priority security interest in, and Lien upon, all of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate its patents, trademarks, trade names, and all other intellectual property whether now owned or as permitted pursuant to Section 6.2 (other than laptops hereafter acquired, and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops all products and other portable electronic items used in the ordinary course of business)proceeds thereof. (d) All Inventory is in all If any material respects of good and marketable quality, free from material defects. assets (eother than real property) Borrower owns, or possesses are acquired by any Loan Party after the right to use Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the extent Lien under the Security Agreements upon acquisition thereof), Borrower will (A) notify Agent and the Lenders thereof, and, if requested by Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (B) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably necessary requested by Agent to grant and perfect such Liens, including actions described in its businessclause (ii) of this Section 5.1, all Intellectual Property, licenses and other intangible assets that are used in at the conduct expense of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofLoan Parties.

Collateral. The Obligations shall be secured by (ai) The a perfected first priority lien or security title and security interest granted herein is and shall at all times continue to be a first priority perfected security interest held by Agent for the benefit of Lenders in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, Mortgaged Properties and the power to transfer each item certain personal property of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, Loan Parties related to the extent that perfection is required Mortgaged Properties, pursuant to the terms of Section 5.9(c). The Accounts are bona fidethe Security Deeds, existing obligations (ii) a perfected first priority security interest to be held by Agent for the benefit of the Account Debtors. (c) The Collateral is not Lenders in the possession Leases pursuant to the Security Deeds and the Assignment of any third party bailee (such as a warehouse) except as otherwise provided Leases and Rents, in the Perfection Certificate or as permitted Mineral Rights Leases pursuant to Section 6.2 the Assignment of Mineral Rights Leases, (iii) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Credo Patents pursuant to the Patent Security Agreement, (iv) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Account and all monies, instruments and investments from time to time held therein, (v) a perfected first priority pledge of and security interest in all issued and outstanding Equity Interests held by any Loan Party in another Loan Party or in any Majority-Owned Joint Venture (other than laptops CREDO Exploration Program Ltd. - 1979) pursuant to the Pledge and other portable electronic items used Security Agreement, provided that in the ordinary course event a pledge of business). None or security interest in such Equity Interests in any Majority-Owned Joint Venture pursuant to the Pledge and Security Agreement is not permitted under the Organization Documents of the components applicable Majority-Owned Joint Venture or pursuant to any other agreement, then such security interest shall be limited to an assignment of such Loan Party’s rights to any distributions made or to be made by such Majority-Owned Joint Venture in favor of Agent for the benefit of Lenders pursuant to the Assignment of Rights to Joint Venture Distributions, provided that in the event a pledge of or security interest in such rights to distributions is not permitted under the Organizational Documents of the Collateral applicable Majority-Owned Joint Venture or pursuant to any other agreement, neither such Equity Interests nor any rights to any distributions shall be maintained at locations other than included as provided Collateral, (vi) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Perfection Certificate or as permitted SIDR Reimbursements pursuant to Section 6.2 the Assignment of SIDR Reimbursements, (other than laptops vii) the Security Deeds covering Oil & Gas Properties required pursuant to § 5.8(a); and, and other portable electronic items used (viii) such additional collateral, if any, as the Loan Parties may agree to grant and Agent for the benefit of Lenders from time to time may accept as security for the Obligations; provided, however, it being understood that all security interests described in this §5.1 shall be subject to Permitted Liens. The Loan Parties agree that all existing and thereafter acquired Timberland and High Value Timberland shall be included in the ordinary course Mortgaged Properties except for Real Estate distributed as part of business). (d) All Inventory is in all material respects of good the TEMCO Investment and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used as otherwise agreed by Agent. Any Real Estate constituting Entitled Land Under Development must be included in the conduct of its business operations as now operated, except Mortgaged Properties in order to be included in the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofBorrowing Base Assets.

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and fixture filings and other documents), which may be required under any applicable law, or which Issuing Bank may reasonably request, all at the expense of Borrower and its subsidiaries. Borrower also agrees to provide to Issuing Bank, from time to time upon request, evidence reasonably satisfactory to Issuing Bank as to the perfection and priority of the Liens except Permitted Lienscreated or intended to be created by the Collateral Documents. (b) Borrower has no Collateral Accounts at or with Furnish to Issuing Bank prior written notice of any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described change (i) in the Perfection Certificate delivered corporate name of Borrower or any of its subsidiaries, (ii) in the identity or corporate structure or jurisdiction of formation of Borrower or any of its subsidiaries and (iii) in the Federal Taxpayer Identification Number of Borrower or any subsidiaries. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made (or are simultaneously made) under the UCC or otherwise that are required in order for Issuing Bank in connection herewith to continue at all times following such change to have, and which Borrower has taken such actions as are agrees to take all necessary action to give ensure that Issuing Bank does continue at all times to have, a valid, legal and perfected security interest thereinin all the Collateral. Borrower also agrees to notify Issuing Bank, to the extent that perfection is required pursuant to the terms within five Business Days of Section 5.9(c). The Accounts are bona fidesuch occurrence, existing obligations if any material portion of the Account DebtorsCollateral is damaged or destroyed. (c) The Collateral is not in In the possession case of any third party bailee (such as Borrower, upon request of Issuing Bank, deliver to Issuing Bank a warehouse) except as otherwise provided in certificate of a Responsible Officer setting forth the information required pursuant to the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used confirming that there has been no change in such information since the ordinary course date of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate delivered on the Closing Date or as permitted the date of the most recent certificate delivered pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)this Section. (d) All Inventory is Issuing Bank may request, at Borrower’s expense, a market value appraisal, in all form and substance reasonably satisfactory to Issuing Bank, of the Collateral, with such appraisal conducted by an appraiser selected by Borrower and reasonably satisfactory to Issuing Bank (i) after the occurrence, and during the continuance of a Default or Event of Default or (ii) if Issuing Bank provides a certificate to Borrower to the effect that it has reasonable grounds to believe that (x) there has been a material respects reduction in the value of good and marketable quality, free from the Collateral or (y) any appraisal conducted with respect to the Collateral was inaccurate in any material defectsrespect. (e) Borrower owns, or possesses Furnish to Issuing Bank by the right to use to 15th day of each calendar month as of the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in end of the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have prior calendar month a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofCollateral Certificate.

Collateral. (a) The security interest granted herein is Each Credit Party will, and shall will cause each of its Subsidiaries to, cause all of its personal property located in the United States of the nature and type described in Section 2 of the Security Agreement to be subject at all times continue to be a first priority priority, perfected security interest Liens in favor of the Collateral (subject Agent pursuant to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, the terms and the power to transfer each item conditions of the Collateral upon which it purports Documents or, with respect to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderany such property acquired subsequent to the Closing Date, free and clear of any and all Liens except Permitted Lienssuch other additional security documents as the Agent shall reasonably request. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for Within 60 days after receipt by the Collateral Accounts described in Agent and the Perfection Lenders of a Borrowing Base Certificate delivered pursuant to Bank Section 7.1(d) indicating that inventory of the Borrower located in connection herewith and which Mexico constitutes for more than 7.5% of the Borrowing Base as set forth in such Borrowing Base Certificate, the Credit Parties will (i) cause all of the inventory of the Borrower has taken located at such actions as are necessary facility to give Bank be subject at all times to a first priority, perfected security interest therein, Lien in favor of the Agent to secure the extent that perfection is required Credit Party Obligations pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations and conditions of the Account DebtorsSecurity Agreement or such other additional security documents as the Agent shall reasonably request and (ii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, waivers and/or consents of third Persons (including without the Mexican Subsidiary) necessary or desirable to establish and protect a first priority, perfected Lien in favor of the Agent (to secure the Credit Party Obligations) in such inventory, certified resolutions of the Borrower and other authorizing documents of the Borrower, favorable opinions of special Mexican counsel with respect to the perfection of the Agent's Liens in such inventory, all in form, content and scope reasonably satisfactory to the Agent. (c) The Collateral is not in If, subsequent to the possession Closing Date, the Borrower shall acquire ownership of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items trademarks used in connection with any of its inventory, the ordinary course Borrower shall promptly notify the Agent of business). None of thereof and shall cause to be taken, at its own expense, such action as requested by the components of Agent to ensure that the Collateral shall be maintained at locations other than as provided in Agent has a first priority perfected Lien therein to secure the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Credit Party Obligations. (d) All Inventory is in all material respects of good and marketable qualityWithin 7 days after the Closing Date, free from material defects. (e) Borrower owns, or possesses the right Credit Parties will cause to use be delivered to the extent reasonably necessary Agent a bailment agreement satisfactory in its business, all Intellectual Property, licenses form and other intangible assets that are used in the conduct of its business operations as now operated, except substance to the extent that such failure to own or possess Agent executed by the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, The First National Bank of Boston and/or its affiliates, as appropriate, and no such assetthe Agent with respect to lockbox accounts maintained by the Borrower with The First National Bank of Boston and/or its affiliates, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofas appropriate.

Collateral. (a) The security interest granted herein is Parent and the Borrower shall, and shall at cause each Restricted Subsidiary (other than any Immaterial Subsidiaries and Receivables Subsidiaries) to, do all times continue things necessary or reasonably requested by the Administrative Agent to be preserve and (except as to Non-Perfected Collateral) perfect the Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Collateral Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first priority perfected security interest in Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, but subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title tothe limitations contained in the definition of Collateral, rights in, the Equity Interests of the Borrower and each of its direct and indirect Restricted Subsidiaries and the power to transfer each item direct and indirect Restricted Subsidiaries of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free Borrower and clear of any and all Liens except Permitted Liensthe Parent. (b) The Parent and the Borrower has no Collateral Accounts at or with any bank or financial institution shall, and shall cause each Restricted Subsidiary (other than Bank or Bank’s Affiliates except any Immaterial Subsidiaries and Receivables Subsidiaries) to (i) grant to the Administrative Agent for the Collateral Accounts described in benefit of the Perfection Certificate delivered Secured Parties a Lien on all assets (other than Excluded Collateral, and with respect to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant FCC Licenses subject to the terms of the Security Agreement) of all Loan Parties which shall be perfected on all Collateral other than Non-Perfected Collateral and (ii) take such action as is necessary from time to time to cause all such Liens in Collateral to be first and prior Liens (except as to Non-Perfected Collateral, and subject to Liens permitted by Section 5.9(c7.01). The Accounts are bona fideFor the avoidance of doubt, existing obligations all Equity Interests in the Borrower and all Equity Interests owned by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the Account Debtorsterms of this Agreement. (c) The Collateral is not in Parent and the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 Borrower shall, and shall cause each Restricted Subsidiary (other than laptops any Immaterial Subsidiaries and other portable electronic items used in Receivables Subsidiaries) to do all things necessary or reasonably requested by the ordinary course of business). None Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens of the components Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral other than Non-Perfected Collateral of the Borrower and each of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the Borrower and the Parent; provided, however, that no such action shall be maintained at locations other than as provided required to perfect the Liens in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business)Non-Perfected Collateral. (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The From and after the dates on which the Company and the Subsidiary Guarantors comply with Sections 8.1, 8.2 and 8.7 of the Second Amendment and subject to the exceptions and exclusions contemplated thereby, the Notes and the other Secured Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of the Company and each Subsidiary Guarantor in substantially all of their personal property, including, without limitation, accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and certain other property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that (i) Liens on stock or other equity interests in first-tier Foreign Subsidiaries shall be limited to 66% of the total outstanding voting stock and 100% of the total outstanding non-voting stock of such Foreign Subsidiary and (ii) such grant of collateral shall exclude any collateral where the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby, as reasonably determined by the Collateral Agent and the Required Holders. The Company acknowledges and agrees that the Liens on the Collateral shall be granted herein is to the Collateral Agent for the benefit of the holders of the Secured Obligations and shall at all times continue to be a valid and perfected first priority perfected security interest in Liens subject, however, to the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and proviso appearing at the power to transfer each item end of the preceding sentence and to Liens permitted by Section 10.4 hereof, in each case pursuant to one or more Collateral upon which it purports Documents from such Persons, each in form and substance reasonably satisfactory to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liensthe Required Holders. (b) Borrower has no In the event that the Company or any Subsidiary Guarantor owns or hereafter acquires any real property, the Company shall notify the Collateral Accounts at Agent and the Company shall, or with any bank shall cause such Subsidiary Guarantor to, execute and deliver to the Collateral Agent a mortgage or financial institution other than Bank or Bank’s Affiliates except deed of trust reasonably acceptable in form and substance to the Required Holders for the purpose of granting to the Collateral Accounts described Agent (or a security trustee therefor) a Lien on such real property to secure the Notes and the other Secured Obligations, shall pay all taxes, costs, and expenses incurred by the Collateral Agent in recording such mortgage or deed of trust, and shall supply to the Perfection Certificate delivered holders at the Company’s cost and expense a survey, environmental report, hazard insurance policy, and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to Bank the Required Holders insuring the validity of such mortgage or deed of trust and its status as a first Lien (subject to Liens permitted by Section 10.4 of this Agreement) on the real property encumbered thereby and such other customary instruments, documents, certificates, and opinions reasonably required by the Collateral Agent and the holders of the Notes in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorstherewith. (c) The Collateral is not Company agrees that it shall, and shall cause each Subsidiary Guarantor to, from time to time at the reasonable request of the Required Holders, execute and deliver such documents and do such acts and things as the Required Holders may reasonably request in order to provide for or perfect or protect such Liens on the possession of Collateral. In the event the Company or any third party bailee (such as a warehouse) Subsidiary Guarantor forms or acquires any other Subsidiary after the date hereof, except as otherwise provided in clause (a) above, the Perfection Certificate Company shall promptly upon such formation or acquisition cause such newly formed or acquired Subsidiary to execute the Subsidiary Guaranty (or a joinder thereto) and such Collateral Documents as permitted pursuant the Collateral Agent may then reasonably require, and the Company shall also deliver to the holders, or cause such Subsidiary to deliver to the Collateral Agent, at the Company’s cost and expense, such other customary instruments, documents, certificates, and opinions reasonably required by the Collateral Agent and the Required Holders in connection therewith.” 19. Section 6.2 (other than laptops and other portable electronic items used in the ordinary course 10.4 of business). None each of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops Note Agreements is hereby amended and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary restated in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations entirety to read as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset offollows:

Collateral. Upon execution and delivery thereof by the parties thereto, the Security Documents will be effective to create (to the extent 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 enforcement, 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) The all Filings (as defined in the Security Documents) have been completed, (b) all applicable Instruments, Chattel Paper and Documents (each as described therein) constituting Collateral a security interest granted herein 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 shall at all times continue 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 Deposit Accounts) and the State of New York (in the case of Pledged Stock) from time to time) are under the “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 (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 described therein and with respect to the Mortgages, only as relates to the real property security interests and liens granted pursuant thereto) a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (b) Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is intended to be created thereby and required pursuant to be perfected under the terms Loan Documents), all right, title and interest of Section 5.9(ceach pledgor or mortgagor (as applicable) party thereto in the Collateral 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)) with respect to such pledgor or mortgagor (as applicable). The Accounts are bona fideNotwithstanding any other provision of this Agreement, existing obligations of the Account Debtors. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets capitalized terms that are used in this Section 7.13 and not defined in this Agreement are so used as defined in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofapplicable Security Document.

Collateral. (a) The Indebtedness shall be secured by first and prior liens on substantially all assets of the Borrower and the Guarantors, including Oil and Gas Properties representing not less than 80% (by NPV) of the Oil and Gas Properties evaluated in the most recent Reserve Report. The Borrower agrees to deliver, and agrees to cause its Subsidiaries to deliver, such mortgages, deeds of trust, security interest granted herein is agreements, financing statements and other security documents, in each case as may be requested by the Administrative Agent and in form and substance satisfactory to the Administrative Agent. In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as contemplated by Section 8.11(b)(vi)) to ascertain whether the Mortgaged Properties represent at least 80% (by NPV) of the Oil and Gas Properties evaluated in the most recently completed Reserve Report. In the event that the Mortgaged Properties do not satisfy such 80% (by NPV), then the Borrower shall, and shall at all times continue cause each Subsidiary to, grant, within forty‑five (45) days of delivery of the certificate required under Section 8.11(b), to be the Administrative Agent as security for the Indebtedness a first priority perfected security first‑priority Lien interest (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the Collateral (definition thereof may exist, but subject to Permitted Liensthe provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Borrowing Base Properties will satisfy such 80% (by NPV). ▇▇▇▇▇▇▇▇ has good title toAll such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, rights insecurity agreements and financing statements or other Security Instruments, all 87 in form and substance reasonably satisfactory to the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free Administrative Agent and clear of any in sufficient executed (and all Liens except Permitted Liensacknowledged where necessary or appropriate) counterparts for recording purposes. (b) In the event that the Borrower has no Collateral Accounts at or with any bank of its Subsidiary forms or financial institution other than Bank acquires any Subsidiary, the Borrower or Bank’s Affiliates except for such Subsidiary shall promptly cause such new Subsidiary to guarantee the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required Indebtedness pursuant to the terms Guaranty Agreement and to grant a first and prior lien on its Oil and Gas Properties and other assets as required by Section 8.13(a) provided, that the Borrower or any Subsidiary shall not be required to comply with this Section 8.13(b) with respect to any Subsidiary formed for the purpose of Section 5.9(c). The Accounts are bona fideentering into a merger agreement so long as: (A) such formed Subsidiary does not have any material assets or liabilities, existing other than such merger agreement, (B) no Loan Party guarantees or otherwise becomes liable in respect of any Debt or any other obligations, or grants any Lien on any of its property to secure any Debt of or other obligations of, or provide any other form of credit support to such formed Subsidiary, (C) consummation of the Account Debtorstransactions contemplated by such merger agreement would not cause the Borrower or any Subsidiary to fail to comply with Section 9.06 and (D) such formed Subsidiary either (y) becomes a Loan Party and otherwise complies with the Credit Agreement substantially concurrently with the closing of such merger agreement, or (z) is dissolved or becomes a Loan Party within thirty (30) days after any termination of such merger agreement. In connection with any such guaranty, the Borrower or such Subsidiary shall, or shall cause such new Subsidiary to, (i) execute and deliver a supplement to the Guaranty Agreement executed by such new Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. (c) The Collateral mortgages and deeds of trust delivered by the Borrower and other Loan Parties pursuant to this Agreement shall expressly exclude from the description of the collateral covered thereby, and shall not otherwise encumber, any Building which is not a Designated Building (as each such term defined below in this subsection (c)). If requested by the Administrative Agent, the Borrower shall, and shall cause the applicable Loan Party to, provide the following with respect to each Designated Building (as hereinafter defined): (i) (A) information and documentation sufficient to obtain a standard life of loan flood hazard determination certificate issued by a flood hazard certification firm acceptable to the Administrative Agent (a “SFHD”) for such parcel or other portion of the Mortgaged Property upon which is located any Designated Building and (B) an SFHD indicating that the Designated Building is not located in a Special Flood Hazard Area, as defined in the possession Flood Disaster Protection Act of 1972 (as now or hereafter in effect or any third party bailee successor statute thereto, the “FDPA”), or (ii) if the SFHD indicates that the Designated Building is located in a Special Flood Hazard Area, (A) a written notice of that fact, acknowledged by the Company and any applicable Guarantor, (B) evidence of adequate flood insurance on the Designated Building and its contents located on the Oil and Gas Properties and (C) such as a warehouseother information required by the Administrative Agent or any Lender for compliance with (1) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None any applicable requirements of the components FDPA or other similar applicable laws, rules or regulations, or (2) promptly following written notice thereof from the Administrative Agent or any Lender, any applicable requirements of the Collateral shall be maintained at locations other than as provided Administrative Agent or any Lender in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts accordance with the valid Intellectual Property, license, Administrative Agent's or intangible asset ofsuch Lender's standard policies and practices.

Collateral. On and as of the Closing Date: (ai) The security interest granted herein is Collateral Agreement will be effective to create in favor of the New Notes Collateral Agent, for the benefit of the applicable secured parties thereunder, a legal, valid and shall at all times continue to be a first priority perfected enforceable security interest in the Collateral described therein and proceeds thereof. When certificates or promissory notes, as applicable, representing pledged collateral described in the Collateral Documents are delivered to and possessed by JPMorgan Chase Bank, N.A., in its capacity as collateral agent (the “Controlling Collateral Agent”) under the Senior Secured Credit Facility (as defined in the Description of Notes), as bailee and agent for the New Notes Collateral Agent solely to the extent required to perfect their security interest in such Common Collateral (as defined in the Intercreditor Agreement), when the actions specified in clause (ii) below are completed, and when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified therein, the New Notes Collateral Agent, for the benefit of the secured parties under the Collateral Documents, shall have a perfected lien on, and second-priority security interest in, all rights, title and interest of the Issuers and the Secured Guarantors in such Collateral and, subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title toSection 9-315 of the New York Uniform Commercial Code, rights inthe proceeds thereof, as security for the obligations of the Issuers under the New Notes and the power Secured Guarantors under the Secured Guarantees to transfer the extent perfection can be obtained by possession or by filing Uniform Commercial Code financing statements, in each item of the Collateral upon which it purports case subject to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. (bii) Borrower has no When (A) each of the Trademark Security Agreement to be dated as of the Closing Date and entered into by the Company and the applicable Secured Guarantors (the “Trademark Security Agreements”), and Patent Security Agreement to be dated as of the Closing Date and entered into by the Company and the applicable Secured Guarantors (the “Patent Security Agreements”) is properly filed in the United States Patent and Trademark Office, and (B) the Copyright Security Agreement to be dated as of the Closing Date and entered into by the Company and the applicable Secured Guarantors (the “Copyright Security Agreements”) is filed in the United States Copyright Office, and with respect to Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except in which a security interest cannot be perfected by such filing, upon the proper filing of the financing statements referred to in paragraph (d)(i) above, the New Notes Collateral Agent, for the Collateral Accounts described benefit of the applicable secured parties thereunder, shall have a fully perfected lien on, and second-priority security interest in, all right, title and interest of each of the Issuers and the Secured Guarantors thereunder in all domestic Intellectual Property (as defined below), in each case, subject to Permitted Liens (it being understood that subsequent recordings in the Perfection Certificate delivered to Bank in connection herewith United States Patent and which Borrower has taken such actions as are Trademark Office and the United States Copyright Office may be necessary to give Bank perfect a perfected security interest thereinLien (as defined in the Description of Notes) on trademark and copyright registrations and applications, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fidepatents, existing obligations and patent applications acquired by each of the Account Debtors. (c) The Collateral is not in Issuers and the possession of any third party bailee (such as a warehouse) except as otherwise provided in Secured Guarantors after the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of businessClosing Date). (diii) All Inventory Notwithstanding anything herein or in any other Transaction Document to the contrary, neither the Issuers nor any Secured Guarantor makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any equity interests of any foreign subsidiary that is in all material respects not a Secured Guarantor, or as to the rights and remedies of good and marketable qualitythe Collateral Agent or any secured party with respect thereto, free from material defectsunder foreign law. (eiv) Borrower ownsThere is no currently effective financing statement, security agreement, chattel mortgage, real estate mortgage or possesses other document filed or recorded with any United States filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the right to use to Obligors other than the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofPermitted Liens.

Collateral. (a) The security interest granted herein is Borrower and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderunder the Loan Documents, free and clear of any and all Liens except Permitted Liens. (b) , and neither Borrower has no Collateral nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts at or with any bank or financial institution other investment accounts other than Bank or Bank’s Affiliates except for the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate Certificates delivered to Bank Collateral Agent in connection herewith (as the same may be updated from time to time, provided that any such updates shall be in form and substance reasonably acceptable to, and subject to the review and approval of, Collateral Agent) with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Bank Collateral Agent a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c)herein. The Accounts are bona fide, existing obligations of the Account Debtors. (cb) The On the Effective Date, and except as disclosed on the Perfection Certificate (as the same may be updated from time to time, provided that any such updates shall be in form and substance reasonably acceptable to, and subject to the review and approval of, Collateral Agent) (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) except as otherwise provided in no such third party bailee possesses components of the Perfection Certificate or as permitted pursuant to Section 6.2 Collateral (other than laptops the Pre-Clinical and other portable electronic items used Clinical Trial Supplies) with a book value in the ordinary course excess of businessTwo Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral (other than the Pre-Clinical and Clinical Trial Supplies) with a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate shall be maintained at locations a location other than as provided disclosed in the Perfection Certificate Certificates on the Effective Date or as permitted pursuant to pursuant to Section 6.2 6.11. (c) All Inventory (other than laptops the Pre-Clinical and other portable electronic items used in the ordinary course Clinical Trial Supplies which consist of business). (dInventory) All Inventory is in all material respects of good and marketable quality, free from material defects. (ed) Borrower ownsand each of the Guarantors is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens, which Intellectual Property comprises all of the Intellectual Property (other than any Intellectual Property licensed to the Borrower or such Guarantor) of Borrower’s consolidated enterprise. Except as noted on the Perfection Certificates (as the same may be updated from time to time, provided that any such updates shall be in form and substance reasonably acceptable to, and subject to the review and approval of, Collateral Agent), neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, except for customary anti-assignment provisions, or possesses the (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to use sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound WEST\275560994.6 368986-000139 8 by any material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset ofpublic).

Collateral. No later than 30 days after the Closing Date, the Company (ai) The shall grant and cause each of its Subsidiaries to grant to the Agent, for the prorata benefit of the Banks, as security interest granted herein is for the Obligations, and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ has good title to, rights ina first lien upon and security interest in all of the assets of every description (whether now or hereafter existing or acquired) of the Company and its Subsidiaries, and (ii) at its expense, execute and deliver and cause to be executed and delivered to the power Agent such security agreements, pledge agreements, UCC financing statements, stock or bond powers, waivers and consents, opinions of counsel and other documents as the Agent or the Required Banks shall request (collectively, "Collateral Documents"), and take such further action as may be required under applicable law, or as the Agent or the Required Banks may request, in order to transfer each item grant, preserve, protect and perfect the validity and first priority of the security interests created pursuant to such Collateral upon which Documents; it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderbeing understood, free that the grant of such lien and clear security interest shall only be effective on the occurrence of any and all Liens except Permitted Liens. the earlier of (a) Default or Event of Default or (b) Borrower has Trigger Event (the date of such effectiveness is hereinafter referred to as the "Attachment Date"). Notwithstanding the foregoing, (A) the Company shall not be required to grant or cause any of its Subsidiaries to grant to the Agent a lien upon or security interest in real property (except, however, insofar as personal property constitutes fixtures), (B) no UCC financing statements, security agreements or other Collateral Accounts at Documents shall be filed or with any bank made of record before the Attachment Date (but shall be filed and made of record on or financial institution other than Bank or Bank’s Affiliates except for after the Collateral Accounts described in Attachment Date as the Perfection Certificate delivered Agent shall determine; the Agent shall give notice of such filing to Bank in connection herewith and which Borrower has taken such actions as are necessary the Company, but the failure to give Bank a perfected such notice shall not affect the validity or effectiveness of such filing) and (C) the Company shall make disclosure of the grant of liens and security interest thereininterests and the conditions of their effectiveness pursuant to this Section 7.15 in its filings with the SEC and in its financial statements, to the extent that perfection and, additionally, in other public documents where such disclosure is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtorsor where its omission would be misleading. (c) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset would not reasonably be expected to have a material adverse effect on Borrower’s business or operations, and no such asset, to the best knowledge of Borrower, conflicts with the valid Intellectual Property, license, or intangible asset of

Collateral. (a) The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject to Permitted Liens). ▇▇▇▇▇▇▇▇ Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunderhereunder (or, in the case of EMEA, PEIRL and PELTD, under the applicable Debenture and under the applicable Share Charge), free and clear of any and all Liens except Permitted Liens. (b) . Borrower has no Collateral Accounts at or with any bank or financial institution deposit accounts other than Bank or the deposit accounts with Bank’s Affiliates except for , the Collateral Accounts deposit accounts, if any described in the Perfection Certificate delivered to Bank in connection herewith and herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent that perfection is required pursuant to the terms of Section 5.9(c). The Accounts are bona fide, existing obligations of the Account Debtors.” 7 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.1(a) thereof: (ca) The Collateral is not Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 6.2 (other than laptops and other portable electronic items used in the ordinary course of business). (d) All Inventory is in all material respects of good and marketable quality, free from material defects. (e) Borrower owns, or possesses the right to use to the extent reasonably necessary in its business, all Intellectual Property, licenses and other intangible assets that are used in the conduct of its business operations as now operated, except to the extent that such failure to own or possess the right to use such asset so qualify would not reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and no have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which would reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.” and inserting in lieu thereof the following: “ (a) Maintain its and all its Subsidiaries’ legal existence and good standing (or equivalent status for each non-U.S. Borrower) in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, the noncompliance with which would reasonably be expected to have a material adverse effect on Borrower’s business, taken as a whole.” 8 The Loan Agreement shall be amended by deleting the following Section 6.2(a)(i) and Section 6.2(a)(ii) thereof: (i) (A) within twenty (20) days after the end of each month (such assetTransaction Report current as of the 15th day of the immediately preceding month), to and (B) upon each request for a Credit Extension, a Transaction Report; (ii) within twenty (20) days after the best knowledge end of each month (such reports and agings current as of the 15th day of the immediately preceding month), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), and Deferred Revenue report;” 9 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.8(a) thereof: (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or invested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, conflicts operating and securities accounts with Bank or SVB Securities. Notwithstanding the valid Intellectual Propertyforegoing, licenseEMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time.” and inserting in lieu thereof the following: “ (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Bank and Bank’s affiliates with all excess domestic funds maintained at or intangible asset ofinvested through Bank or an affiliate of Bank, which accounts shall represent at least sixty percent (60%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions worldwide. Any domestic Guarantor shall maintain all depository, operating and securities accounts with Bank or SVB Securities. Notwithstanding the foregoing, (A) EMEA shall be permitted to maintain its existing deposit accounts with (i) Standard Chartered Bank (the “Standard Accounts”), provided that the aggregate maximum balance of such Standard Accounts does not exceed Ten Thousand Dollars ($10,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; and (B) no later than seventy-five (75) days after the First Loan Modification Effective Date (or such later date as Bank shall determine, in its sole but reasonable discretion), all accounts of New Borrower maintained at financial institutions other that Bank or Bank’s Affiliates shall be (i) closed, with all proceeds in such transferred to a Collateral Account at Bank or Bank’s Affiliates; or (ii) subject to an account control agreement in favor of Bank, in form and substance acceptable to Bank, in its reasonable discretion.” 10 The Loan Agreement shall be amended by deleting the following text appearing as Section 6.9 thereof: