Common use of Collateral Clause in Contracts

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming The Obligations shall be secured by (i) a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (perfected lien or such later date as the Administrative Agent may agree) security title and security interest to grant to the Collateral be held by Agent for the benefit of Lenders in the Secured Parties Mortgaged Properties and certain personal property of Borrower related to the Mortgaged Properties, pursuant to the terms of the Mortgage, (ii) a first perfected security interest in favor of Agent for the benefit of Lenders in the personal property assets of Borrower pursuant to the Security Agreement, (subject iii) a perfected security interest to Permitted Liensbe held by Agent for the benefit of Lenders in the Ultra Lease and the Ultra Lease Guaranty pursuant to the Assignment of Lease and Guaranty, in certain contracts of Borrower pursuant to the Assignment of Contracts, and in the Purchase Agreement and the Purchase Agreement Guaranty pursuant to the Collateral Assignment of Purchase Agreement, (iv) priority 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 assets (including real property issued and the Capital Stock of its Subsidiaries) of such Guarantor outstanding Equity Interests held by CORR in Pinedale GP pursuant to documentation (including related certificates the Pledge and opinions) reasonably acceptable to the Administrative Agent. The Borrower willSecurity Agreement, and will cause (vi) such additional collateral, if any, as the Borrower and each may agree to grant to Agent for the benefit of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent Lenders from time to time may accept as security for the Obligations. All such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers liens or security titles shall be prior and superior in right to any other Person except Permitted Liens having priority by operation of attorney, certificates, reports law. Borrower agrees that all hereafter acquired assets that are added to and become part of the LGS Assets shall be included in the Mortgaged Properties and/or other assurances or instruments and take portions of the Collateral. Borrower shall execute such further steps relating amendments to the Collateral Security Documents and/or additional Security Documents as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby require in order to grant a security interest in any asset if the granting of add such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 additional assets to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor (a) Subject to the limitations on property or assets acquired after the Amendment Effective DateDate 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 and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected 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. Without limiting the generality of the foregoing, the 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 conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall cause be required hereunder to the extent such Guarantor within fifteen Business Days after becoming a Guarantor 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, and 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 the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiaries) of such Guarantor pursuant to documentation reasonable discretion (including related certificates it being understood and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent agreed that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of failure to deliver such Mortgages by 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 date ultimately required 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 constitute a Default under clause (d)(i) of Article VII hereof) with respect to the discretion to exclude from Fee Owned Real Property owned by the Collateral immaterial assets, assets as to which it and Credit Parties on the Effective Date; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh Mortgages as soon as reasonably practicable after the benefit 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 Lenders extent the Borrower is in compliance with the Mortgage and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredVehicle Title Requirement).

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateThe Company will cause, the Borrower shall and will cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) each other Credit Party to grant cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Intercreditor Agreement and the Collateral Documents, subject in any case to Liens permitted by Section 10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement unless the holders of the Notes have received written notice of such Mortgage at least 30 days prior to such execution or recording and the Required Holders have confirmed that their flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to the Required Holders (such confirmation not to be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request; and (subject to Permitted Liensii) 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. The Borrower will, and will cause the Borrower and each of the Guarantors Guarantor to, at deliver Mortgages and Mortgage Instruments with respect to real property owned by the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver Company or such Guarantor to the Administrative Agent from extent, and within such time to time such schedulesperiod as is, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to reasonably required by the Collateral as the Administrative Agent may reasonably requireAgent. Notwithstanding any of the foregoing, (a) neither no pledge agreement in respect of the Borrower nor any other Guarantor equity interests of a Foreign Subsidiary shall be obligated hereby required hereunder to grant a security interest in any asset if the granting of extent such security interest would result in the violation of any pledge thereunder is prohibited by applicable law or regulation, (b) counsel to the Collateral shall not include a security interest 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 relevant provisions holders of the Uniform Commercial Code), (c) 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 Notes reasonably determines that such pledge would not provide material credit support for the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 benefit of the foregoingSecured Parties pursuant to legally valid, other assets requiring perfection through control binding and enforceable pledge 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the Amendment Effective extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrower Borrowers and the other Loan Parties organized under the laws of the United States shall cause such Guarantor be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within fifteen forty-five (45) Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first Closing Date (subject to Permitted Liensextensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) priority the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in all assets (including real property and which may be perfected by the Capital Stock filing of its Subsidiariesa UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such Guarantor pursuant collateral and perfection therein shall not constitute a condition precedent to documentation the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (including related certificates and opinions90) days after the Closing Date (in each case, subject to extensions to be reasonably acceptable to agreed upon by the Administrative Agent). The Borrower will, and will cause Without limiting the Borrower and each generality of the Guarantors provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, at approved or accepted or the expense of the Borrowerbe satisfied with, make, execute, endorse, acknowledge, file and/or deliver each document or other matter required thereunder to the Administrative Agent from time be consented 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 approved by or acceptable or satisfactory to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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) Lender unless the Administrative Agent shall have the discretion to exclude received notice from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit Lender prior to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredproposed Closing Date specifying its objection thereto.

Collateral. Effective upon any Subsidiary becoming a Guarantor after All assets of the Amendment Effective DateCorporation and its operating subsidiaries, except for items related to the Accounts Receivables of the Corporation, until the Debenture is either converted to Common Shares or repaid in full. Redemption: After the Minimum Term, the Borrower Corporation shall cause such Guarantor within fifteen Business Days after becoming retain the right to convert the Debentures into Common Shares at the Conversion Price at any time so long as Corporation’s Common Shares have traded at a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent minimum volume weighted average price of $3.00/share for the benefit of the Secured Parties a first 20 consecutive trading days (subject to Permitted Liens) priority security interest In Kind Limitations, as defined herein). Such right must be exercised by the Corporation within 5 days of the 20 trading day period. In the event the Corporation exercises this right, all Common Shares shall be given Piggyback Registration rights as defined herein. The Corporation shall also retain the option to redeem the Debentures at a redemption price equal to 115% of their Par value, plus any accrued and unpaid interest, payable in all assets cash at any time after the Minimum Term so long as Corporation’s Common Shares have traded at a minimum volume weighted average price of $3.00/share for 20 consecutive trading days (subject to In Kind Limitations, as defined herein). If the Corporation chooses to redeem the Debentures equal to 115% of their Par value, the Corporation must give written notice to the holders of the Debentures and allow the holders the right to convert the Debentures into the Corporation's Common Shares at the Conversion Price within ten days of being notified of Corporation’s intent to redeem. In Kind Limitations: In order for the Corporation to maintain its right to pay Coupon payments, and/or Redemption proceeds that are payable with the Corporation’s Common Shares, the Corporation must be publicly listed and have freely tradable Common Shares. For clarity, the holder of the Debentures will still maintain the right to convert Debentures into Common Shares regardless if the Corporation’s Common Shares are publicly trading after the Minimum Term. Change of Control: In the event of the acquisition of voting control or direction over 50% or more of Corporation’s Common Shares before the Minimum Term, each holder of Debentures will have the right to require the Corporation (including real property any successor entity to the Corporation) to make an offer, within 20 days following the consummation of the change of control to purchase for cash, such holder’s outstanding Debentures then outstanding at a price equal to 110.0% of the principal amount thereof plus any accrued interest. Anti-Dilution: Proportional adjustments of the conversion rights attached to the Debentures will be made for stock splits, stock dividends, recapitalizations 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 the Borrower and each of the Guarantors 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 requirelike. Notwithstanding any of the foregoing, for greater certainty, no anti-dilution adjustment would be made on account of any new issuance of securities of the Corporation including (ai) neither upon conversion of the Borrower nor Debentures issued as part of this Offering, or (ii) any issuance of stock options pursuant to the Corporation’s approved stock option plan, so long as the "option pool" available for issuance pursuant to such stock option plan does not exceed ten percent (10%) of the Common Shares, calculated on a fully-diluted basis as of the Closing Date, or (iii) any issuance of securities issued in an additional financing, however subject to applicable anti-dilution laws in Canada and the United States, or (iv) securities issued in connection with mergers or acquisitions. Liens & Indebtedness: The Corporation will repay all outstanding indebtedness to its lenders, if any, out of the proceeds of the Debenture funding, and remove all registrations, liens or other Guarantor charges against the Corporation at closing. Registration Rights: Holders will have full rights to Piggyback Registration after the Minimum Term is met, subject to customary underwriter's cutbacks, as may be required. If at any time the Corporation proposes to file a Registration Statement after the Minimum Term is met, whether or not for sale for the Corporation’s own account, on a form and in a manner that would permit registration of Registrable Securities, Corporation shall be obligated hereby give to grant a security interest in any asset if the granting Agent and the holders of Debentures, written notice of such security interest would result proposed filing at least ten (10) days before the anticipated filing. The notice referred to in the violation preceding sentence shall offer Holder the opportunity to register such amount of any applicable law or regulation, Registrable Securities as Holder may request (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code"Piggyback Registration"), (c) 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 Collateralsubject to customary underwriter's cutbacks, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements as may 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 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, and (g) no foreign law security or pledge agreements shall be required...

Collateral. Effective upon The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (other than Exempt Property) to be subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Existing Credit Agreement), perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any Subsidiary becoming a Guarantor after case to Liens permitted by Section 6.15 hereof. Without limiting the Amendment Effective Dategenerality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to the Mortgaged Properties owned by the Borrower or such Guarantor to the extent, and within fifteen Business Days after becoming such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Guarantor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments and pledge agreements are required to be delivered hereunder until May 30, 2004 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiariesreasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such later date shall constitute a Default under Section 7.3) of such Guarantor pursuant with respect to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if Mortgaged Properties on the granting of such security interest would result Closing Date in the violation case of any applicable law or regulation, Mortgages and Mortgage Instruments and (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 equity interests in each Foreign Subsidiary in the case 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 such pledge agreements; provided that the Borrower determine that hereby agrees to use its reasonable efforts to cause the cost delivery 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 advisableMortgages, Mortgage Instruments, and (g) no foreign law security or pledge agreements shall be requiredas soon as practicable after the Closing Date.

Collateral. Effective upon any Subsidiary becoming a Guarantor after 12.1 Each of the Amendment Effective Company and NTSI, as applicable, will direct all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and other persons obligated to make payments constituting Accounts of Assigned Contracts to make such payments directly to the lockbox maintained by the Company (the "Lockbox") with North Fork Bank pursuant to the terms of the Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the Purchaser in writing as may be selected by the Company (the "Lockbox Bank"). On or prior to the Closing Date, the Borrower Company and NTSI, as applicable, shall and shall cause the Lockbox Bank to enter into all such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower willPurchaser pursuant to which, and will cause among other things, the Borrower and each of the Guarantors Lockbox Bank agrees 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. Notwithstanding any of the foregoing, : (a) neither sweep the Borrower nor any other Guarantor shall be obligated hereby Lockbox on a daily basis and deposit all checks received therein to grant a security interest an account designated by the Company in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, writing and (b) comply only with the Collateral instructions or other directions of the Purchaser concerning the Lockbox. All of the NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for and as the property of the Purchaser and shall not include a security interest in any asset if the granting of commingle 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), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 payments with any of the foregoing, its other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real funds or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming (a) The Obligations shall be secured by a Guarantor after perfected second priority security interest in the Amendment Effective DateCollateral, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant subject only to the Collateral Agent first priority Lien granted pursuant to the Security Agreement for the benefit of the First Priority Secured Parties a first (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 AgentParties. The Borrower willshall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and will cause after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower and each reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Guarantors toBorrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.23, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the expense option of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.23, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such schedulestransaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers the Borrower shall (i) cause a sufficient amount of attorney, certificates, reports the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) take any other assurances or instruments and take such further steps relating to the Collateral actions as the Administrative Agent or the Collateral Trustee may reasonably require. Notwithstanding any request for the purposes of fully perfecting or renewing the rights and security interests of the foregoingCollateral Trustee, on behalf of the Banks, with respect to the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (aand any related collateral) neither if requested by the Borrower nor at any time prior to the commencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, shall be released by the Collateral Trustee to the custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the foregoing sentence shall remain Collateral except in connection with a withdrawal otherwise permitted pursuant to this Agreement or any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredLoan Document.

Collateral. Effective upon any Subsidiary becoming Collateral for a Guarantor after the Amendment Effective Date, the loan made by Lender to Borrower shall cause consist of cas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such Guarantor within fifteen Business Days after becoming a Guarantor cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the “Collateral”). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such later date securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Administrative Agent may agree) to grant to the Collateral Agent for the benefit Securities are obligations of the Secured Parties Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness (“Debt Securities”), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the interest accrued on such Debt Securities. The Collateral shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a first (subject to Permitted Liens) priority continuing 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 willlien upon, and will cause the Borrower and each of the Guarantors or title 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 and shall have right of set-off with respect to all Collateral as to all obligations of Borrower to Lender whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the Administrative Agent may reasonably require. Notwithstanding any of unqualified right to sell, transfer, assign or pledge the foregoingcollateral which will become Collateral and that such collateral, (a) neither the Borrower nor any other Guarantor shall upon delivery to Lender, will be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation free of any applicable law lien, claim or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredencumbrance.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The due and punctual payment of the Amendment Effective principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor overdue principal of and interest (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for extent permitted by law), if any, on the benefit Notes, the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Secured Parties Issuers set forth in Section 7.06, and the Notes, the Note Guarantees, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement, shall be secured by a first Lien on the Collateral on an equal basis with the other First Lien Indebtedness and on a senior basis to the Junior Lien Indebtedness (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) priority security interest in all assets (including real property and the Capital Stock RPA Intercreditor Agreement to which the Issuers and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of its Subsidiaries) this Indenture (or, in the case of the Pari Passu Intercreditor Agreement, at such Guarantor future date pursuant to documentation (including related certificates and opinionsthe terms of this Indenture) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each be secured by all of the Guarantors 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 Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Administrative Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement. The Collateral Agent may reasonably requireis hereby authorized and directed to execute and deliver the Collateral Documents, any Pari Passu Intercreditor Agreement and the RPA Intercreditor Agreement. Notwithstanding any The Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, all of the foregoingHolders and the Trustee, (a) neither in each case pursuant to the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting terms of such security interest would result in the violation of any applicable law or regulationthis Indenture, (b) the Collateral shall not include a security interest in any asset Documents, the Pari Passu Intercreditor Agreement (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), (cany) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.RPA Intercreditor Agreement. 92

Collateral. Effective upon any Subsidiary becoming a Guarantor (a) Subject to the limitations on property or assets acquired after the Amendment Original Effective DateDate 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 and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected 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. Without limiting the generality of the foregoing, the 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 conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall cause be required hereunder to the extent such Guarantor within fifteen Business Days after becoming a Guarantor 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 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 the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiaries) of such Guarantor pursuant to documentation reasonable discretion (including related certificates it being understood and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent agreed that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of failure to deliver such Mortgages by 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 date ultimately required 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 constitute a Default under clause (d)(i) of Article VII hereof) with respect to the discretion to exclude from Fee Owned Real Property owned by the Collateral immaterial assets, assets as to which it and Credit Parties on the Original Effective Date; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh Mortgages as soon as reasonably practicable after the benefit Original 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 Original 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 Lenders extent the Borrower is in compliance with the Mortgage and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredVehicle Title Requirement).

Collateral. Effective upon The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (but only, in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any Subsidiary becoming a Guarantor after case to Liens permitted by Section 6.15 hereof. Without limiting the Amendment Effective Dategenerality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Guarantor to the extent, and within fifteen Business Days after becoming such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Guarantor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until March 15, 2004 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiariesreasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments, control agreements and blocked account agreements by March 15, 2004 or such later date shall constitute a Default under Section 7.3) of such Guarantor pursuant with respect to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if Mortgaged Properties on the granting of such security interest would result Closing Date in the violation case of any applicable law or regulation, Mortgages and Mortgage Instruments and (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 equity interests in each Foreign Subsidiary in the case 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 such pledge agreements; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh the benefit to the Lenders Mortgages, Mortgage Instruments, control agreements, blocked account agreements and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredas soon as practicable after the Closing Date.

Collateral. Effective upon All collateral is stored at the Company’s principal place of business located at 0000 Xxx Xxxxxxx Xxxxx Xxxxx 00, Xxxxxxx, XX 00000.. The Company does not own any Subsidiary becoming real estate SCHEDULE B Permitted Liens None 25 SCHEUDULE C Recordings Delaware SCHEDULE D Corporate Status The Company is a Guarantor after the Amendment Effective DateDelaware corporation 27 SCHEDULE E Debtor Names None 28 SCHEDULE F Patents None 29 SCHEDULE G Government Account Debtors None 30 SCHEDULE H Ownership Equity in other entities None ANNEX A to SECURITY AGREEMENT FORM OF ADDITIONAL DEBTOR JOINDER Security Agreement dated as of October 2, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date 2017 made by R Squared Technologies, Inc. and its Subsidiaries party thereto from time to time, as the Administrative Agent may agree) Debtors to grant to the Collateral Agent for the benefit and in favor of the Secured Parties a first identified therein (subject to Permitted Liensthe “Security Agreement”) 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 Reference is made to the Administrative AgentSecurity Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. The Borrower will, and will cause the Borrower and each undersigned hereby agrees that upon delivery of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver this Additional Debtor Xxxxxx to the Administrative Agent from time Secured Parties referred to time such schedulesabove, 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. Notwithstanding any of the foregoing, undersigned shall (a) neither be an Additional Debtor under the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulationSecurity Agreement, (b) have all the Collateral shall not include a security interest in any asset rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as 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), undersigned was an original signatory thereto and (c) fee-owned real property having an individual fair market value be deemed to have made the representations and warranties set forth therein as of less than $2,500,000 or aggregate fair market value the date of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash execution and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts delivery of this Additional Debtor Joinder (except to the extent that such representation or warranty specifically refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the foregoing are proceeds Security Agreement, as applicable. Attached hereto is an original Guaranty executed by the undersigned and delivered herewith. An executed copy of Collateral; provided that in no event this Additional Debtor Joinder shall any control agreements be required) containing any delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or after the date hereof. This Additional Debtor Joinder shall not be modified, amended or terminated without the prior written consent 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 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, and (g) no foreign law security or pledge agreements shall be requiredSecured Parties.

Collateral. Effective Except with regard to Liens on Equipment constituting ---------- Fixtures, any reserved rights of the United States government as required under law, Liens upon Trademarks and Trademark Licenses and Patents and Patent Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Uniform Commercial Code in accordance with the Security Documents, would, or in the case of Trademark Licenses and Patent Licenses may, be perfected upon filing and acceptance thereof in the United States Patent and Trademark Office, Liens on uncertificated securities, Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any Subsidiary becoming a Guarantor after State, territory or dependency thereof or 118 the Amendment Effective DateDistrict of Columbia, and Liens on Contracts or Accounts on which the Borrower shall cause such Guarantor United States of America or any department, agency, or instrumentality thereof is the obligor, and except for the claims of creditors of Persons receiving goods included as Collateral for "sale or return" within fifteen Business Days after becoming a Guarantor (or such later date as the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by the Borrower on the Closing Date in the jurisdictions listed on Schedule 6.1(j) (which financing statements are in proper form for filing in such jurisdictions) (and the recording of the Borrower Patent Security Agreement and the Borrower Trademark Security Agreement as set forth therein, and the making of filings in any other jurisdiction as may agreebe necessary under any Requirement of Law after the Closing Date) and the delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to grant each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Collateral Agent for the ratable benefit of the Secured Parties a first (subject Lenders, which Liens will be prior to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock other Liens of its Subsidiaries) of such Guarantor all other Persons, except for Liens permitted pursuant to documentation the Loan Documents (including related certificates and opinions) reasonably acceptable including, without limitation, those permitted to the Administrative Agent. The Borrower willexist pursuant to subsection 8.3), and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time which Liens are enforceable as such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and as against all other assurances or instruments and take such further steps relating to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts Persons (except (i) with respect to Trademarks, Trademark Licenses, Patents and Patent Licenses, to the extent that the foregoing are proceeds recording of Collateral; an assignment or other transfer of title thereto to the Collateral Agent in the United States Patent and Trademark Office may be necessary for such enforceability and (ii) with respect to goods only, buyers in the ordinary course of business to the extent provided that in no event shall any control agreements be requiredSection 9- 307(1) 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 Uniform Commercial Code as from time 119 to certificates of title (other than any corporate aircrafttime in effect in the applicable jurisdiction), 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 except as enforceability may be limited to 65% by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of the Capital Stock creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of material first-tier Foreign Subsidiariesthis Agreement, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assets, assets capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as to which it and defined in the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredSecurity Agreement.

Collateral. Effective upon (a) The Obligations shall be secured by a perfected first priority security interest in the Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any Subsidiary becoming asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and after giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a Guarantor monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the Amendment Effective Dateprior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause such Guarantor within fifteen Business Days after becoming a Guarantor sufficient amount of the highest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (or such later date ii) take any other actions as the Administrative Agent or the Collateral Trustee may agree) to grant reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to the Collateral. In addition to Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor withdrawals otherwise permitted pursuant to documentation this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (including and any related certificates and opinionscollateral) reasonably acceptable if requested by the Borrower at any time prior to the Administrative Agent. The Borrower willcommencement of a Foreclosure (as defined in the Collateral Trust Agreement) in respect thereof, and will cause shall be released by the Borrower and each of Collateral Trustee to the Guarantors to, at the expense custody of the Borrower, makethe applicable Grantor or its agents in escrow pending any enforcement action, executeexercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, endorseif any, acknowledge, file and/or deliver in each case in respect of any such promissory notes and related collateral. It is understood and agreed that any Collateral released pursuant to the Administrative Agent from time foregoing sentence shall remain Collateral except in connection with a withdrawal otherwise permitted pursuant to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances this Agreement or instruments and take such further steps relating to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredLoan Document.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The due and punctual payment of the Amendment Effective principal of, premium, if any, and interest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the Borrower overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreements and the Collateral Documents, shall cause such Guarantor within fifteen Business Days after becoming be secured by a Guarantor Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Second Priority Lien Obligations (or such later date subject to Permitted Liens), as provided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the Administrative Agent case may agree) be, shall be or shall have become parties to grant simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the Collateral Agent Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreements. The Trustee, for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Capital Stock Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of its Subsidiaries) all of such Guarantor the Holders and the Trustee, in each case pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each terms of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 Documents and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredIntercreditor Agreements.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) To secure full and complete payment and performance of the Amendment Effective DateObligations, the Borrower shall cause grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the assets of the Borrower (except to the extent prohibited by law) including but not limited to the following: (i) all of the Borrower's present and future assets, including, without limitation, its equipment, inventory, accounts receivable, instruments, general intangibles, intellectual property and real estate; and (ii) all of the Capital Stock of each direct or indirect Restricted Subsidiary of the Borrower and any other direct or indirect Restricted Subsidiary of the Borrower, now owned or hereafter acquired and/or designated by the Borrower, and the Restricted Subsidiaries shall grant and convey to and create in favor of, the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in, to and on all of the Capital Stock of each Restricted Subsidiary owned by a Restricted Subsidiary, now owned or hereafter acquired. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to grant to the Administrative Agent a security interest in any general intangibles or other rights arising under contracts of the Borrower which are listed and described on Schedule 7.9(a) (the "Excluded Collateral") until such Guarantor within fifteen Business Days time as any required consents with respect thereto have been obtained; provided, however, that the Borrower shall grant to the Administrative Agent for the ratable benefit of the Lenders a continuing first priority perfected Lien and security interest in and to all proceeds (cash or otherwise) of such Excluded Collateral. The Borrower agrees to use its commercially reasonable efforts to obtain all necessary consents for the grant of a security interest in the Excluded Collateral to the Administrative Agent for the ratable benefit of the Lenders. (b) With respect to any new Restricted Subsidiary created, acquired or designated after becoming the date hereof, the Borrower or a Guarantor Restricted Subsidiary, as applicable, shall promptly (or i) execute and deliver to the Administrative Agent such later date amendments to the Pledge Agreements as the Administrative Agent may agree) or the Majority Lenders deem necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Restricted Subsidiary, (ii) in the case of any such Restricted Subsidiary, deliver to the Administrative Agent the certificates representing the Capital Stock of such Restricted Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or a Restricted Subsidiary, as applicable, (iii) take such other actions as shall be necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties Lenders a perfected first (subject to Permitted Liens) priority security interest in all assets (including real property and such Capital Stock, including, without 53 60 limitation, the Capital Stock of its Subsidiaries) filing of such Guarantor pursuant Uniform Commercial Code financing statements as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to documentation the Administrative Agent legal opinions relating to the matters described in the preceding clauses (including related certificates i), (ii) and opinions(iii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any newly acquired assets or transfers of assets to the Borrower, promptly after acquiring or receiving any such asset, execute and deliver or cause to be delivered to the Administrative Agent in a form reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file Agent (i) one or more mortgages and/or deliver security agreements which grant to the Administrative Agent from time a first priority perfected security interest in such assets (subject to time any Liens permitted by Section 8.3) and (ii) such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports additional agreements and other assurances or instruments and take such further steps relating to the Collateral documents as the Administrative Agent may reasonably require. Notwithstanding any of the foregoingdeems necessary to establish a valid, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a enforceable and perfected first priority security interest in such assets (subject to any asset if Liens permitted by Section 8.3). (d) Upon request of the granting of such Administrative Agent, promptly execute and deliver or cause to be executed and delivered to the Administrative Agent in a form reasonably acceptable to the Administrative Agent (i) one or more mortgages, pledge agreements and/or security agreements which grant to the Administrative Agent a first priority perfected security interest would result (subject to any Liens permitted by Section 8.3) in such property of the violation Borrower (including Capital Stock of any applicable law direct or regulationindirect Restricted Subsidiaries) as shall be specified by the Administrative Agent and (ii) such additional agreements and other documents as the Administrative Agent reasonably deems necessary to establish a valid, (b) the Collateral shall not include a enforceable and perfected first priority security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts property or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.Stock. 7.10

Collateral. Effective upon any Subsidiary becoming As security for all indebtedness of Borrower to Bank subject hereto, Borrower (i) is granting to Bank security interests of first priority in real property located in Collin County, Texas (the "Real Property"), pursuant to and as more particularly described in that certain Deed of Trust executed by Borrower in favor of Bank dated the date of this Agreement (the "Deed of Trust"), and (ii) hereby reaffirms its previous grant of security interests of first priority in all Borrower's accounts receivable and other rights to payment, general intangibles, inventory, equipment, and a Guarantor after Securities Account held at Xxxxx Fargo Brokerage Services, LLC., Account # 00000000 pursuant to the Amendment Effective Dateapplicable Existing Security Documents (the "Existing Security Interests") (the Real Property and the Existing Security Interests, collectively, the Borrower "Collateral"). All of the foregoing shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant be evidenced by and subject to the Collateral Agent for the benefit terms of the Secured Parties a first (subject to Permitted Liens) priority Deed of Trust, the Existing Security Documents and such other 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 the Borrower and each of the Guarantors 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, conveyancesagreements, financing statements, transfer endorsements, powers deeds of attorney, certificates, reports trust and other assurances or instruments and take such further steps relating to the Collateral documents as the Administrative Agent may Bank shall reasonably require, all in form and substance satisfactory to Bank (collectively, the "Security Documents"). Notwithstanding Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoingforegoing security, (a) neither including without limitation, filing and recording fees and costs of appraisals, audits and title insurance. As provided in the Borrower nor Deed of Trust, Bank is agreeing that it will, provided no Event of Default has occurred and is continuing at the time, upon written request of Grantor made at any time after or contemporaneously with the payment in full of all principal of the Term Note, all accrued, unpaid interest thereon, and satisfaction of any other Guarantor shall be obligated hereby obligations of Borrower to grant Bank in connection with the Term Note, release this Deed of Trust by delivery of a proper written release executed and acknowledged in recordable form. Also, Bank agrees that it will release the Existing Security Interests and the security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited interests granted pursuant to Section 7.12 below by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 delivery of one or more third parties proper written releases and obligations terminations of financing statements, as applicable, subject to the interest on which conditions that (i) no Event of Default has occurred and is wholly exempt from continuing at the taxes imposed time the release or termination is requested by subtitle A of the CodeBorrower, (eii) any remaining obligations of Bank to make further advances under the pledge Line 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 Credit Note 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 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 advisablebeen terminated or expired, and (giii) no foreign law security the release is requested by Borrower after or pledge agreements shall be requiredcontemporaneously with the payment in full of any outstanding principal of the Line of Credit Note, all accrued, unpaid interest thereon, and satisfaction of any other obligations of Borrower to Bank in connection therewith.

Collateral. Effective upon any Each Significant Subsidiary becoming a Guarantor of the Borrower (including each Significant Subsidiary which is formed or acquired after the Amendment Effective Date, Closing Date and each Subsidiary of the Borrower which becomes a Significant Subsidiary after the Closing Date) shall cause within thirty (30) days following the date such Guarantor within fifteen Business Days after becoming Person becomes a Guarantor Significant Subsidiary (or such later date as at the Administrative Agent may shall agree): (i) pledge the equity interests (except to grant the extent constituting Excluded Collateral) it owns in any other Significant Subsidiary to the Collateral Agent for the benefit of the Secured Parties Lenders on a first priority perfected basis pursuant to the Pledge Agreements, (subject to Permitted Liensii) priority security cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity 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 the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts Significant Subsidiary (except to the extent constituting Excluded Collateral) that are owned by the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any Borrower or another Subsidiary of the foregoingBorrower to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreements, other (iii) execute and deliver to the Collateral Agent for the benefit of the Lenders Collateral Documents in form and substance reasonably satisfactory to the Administrative Agent, including without limitation Security Agreements, Patent, Trademark and Copyright Security Agreements, and Mortgages necessary to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Lenders in substantially all of the assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets of the such Significant Subsidiary (subject to certificates the discretion 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 assetsthe Excluded Collateral, assets (iv) deliver opinions of legal counsel, with respect to such Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to which it be satisfactory in form, scope and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit substance to the Lenders Administrative Agent in its reasonable discretion, (v) if reasonably requested by the Administrative Agent, deliver Indemnity Agreements, (vi) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and other assets in which it may determine that judgment searches (including searches of the taking applicable real estate indexes), with the results, form scope and substance of a security interest would not such searches to be advisablesatisfactory to the Administrative Agent, and (gvii) no foreign law security provide the Administrative Agent with evidence that the Loan Parties have taken all actions required under the Flood Laws and/or reasonably requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that is or pledge agreements will be subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral. With respect to any Significant Subsidiary which is formed or acquired after the Closing Date or any Subsidiary which becomes a Significant Subsidiary after the Closing Date: (i) with respect to Real Property which is required to be subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement, the requirements of this Section 11.13.2 shall be requiredsatisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Loan Parties and their Subsidiaries take all steps within 120 days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as determined in the Administrative Agent’s sole discretion) to grant a first priority perfected lien and security interest thereon (subject only to Permitted Liens). With respect to each Securitization Subsidiary (including each Securitization Subsidiary which is formed after the Closing Date) the Borrower shall within thirty (30) days following the date such Person becomes a Securitization Subsidiary: (i) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interests of such Securitization Subsidiary that are owned by the Borrower or another Loan Party to be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Lenders pursuant to the Pledge Agreements, (ii) deliver opinions of legal counsel, with respect to such Securitization Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably required by the Administrative Agent and with such opinions to be satisfactory in form, scope and substance to the Administrative Agent in its reasonable discretion, and (iii) obtain Uniform Commercial Code, lien, tax, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be satisfactory to the Administrative Agent.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The Company will cause, and will cause each other Loan Party to cause, all of its owned existing and future personal property (including, without limitation, all existing and future intercompany Indebtedness and all existing and future Equity Interests in Subsidiaries, subject to the Amendment Effective Datelimitations herein) to be subject at all times to first priority, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as perfected Liens in favor of the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Holders of Secured Parties a first (Obligations, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens) priority security interest in all assets (including real property and Liens permitted by Section 6.02 hereof. Without limiting the Capital Stock generality of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower willforegoing, and the Company will cause the Borrower and each Applicable Pledge Percentage of the Guarantors toissued and outstanding Equity Interests of each Subsidiary directly owned by the Company or any other Loan Party to be subject at all times to a first priority, at the expense perfected Lien in favor 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 in accordance with the terms and conditions of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, together with such other documentation as the Administrative Agent may reasonably require. Notwithstanding any of request in connection with the foregoing, (a) neither the Borrower nor any including, without limitation, certified resolutions and other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting authority documents of such security interest would result in the violation of any applicable law or regulationPerson and, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent reasonably requested by the Administrative Agent, customary opinions of counsel with respect to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and attachment and perfection of all Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of notwithstanding 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 no pledge agreement 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 respect of the Code, (e) the pledge Applicable Pledge Percentage of the Capital Stock Equity Interests of a Foreign Subsidiaries Subsidiary shall be limited required to 65% be governed by the applicable local law where such Foreign Subsidiary is organized and supported by opinions of the Capital Stock of material first-tier local counsel is organized unless such 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 security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of Subsidiary is a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredMaterial Subsidiary.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) The Liens granted to grant to the Collateral Agent (for the benefit of the Secured Parties a first (subject to Permitted LiensParties) 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. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Documents constitute as to personal property included in the Administrative Agent may reasonably require. Notwithstanding any Collateral and subject to Article 9 of the foregoingUCC a valid security interest. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property subject to Article 9 of the UCC will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing office identified in Exhibit D-1, (aii) neither with respect to any property that can be perfected by control, upon execution of the Borrower nor Control Agreement or the Depositary Agreement, as applicable, and (iii) with respect to the Pledged Collateral and any other Guarantor shall property (if any) that can be obligated hereby to grant a security interest perfected by possession, upon Collateral Agent receiving possession thereof, and in any asset if the granting of each case such security interest would result in will be, as to Collateral perfected under the violation of any applicable law UCC or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash otherwise as aforesaid and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that provided in the foregoing are proceeds UCC, superior and prior to the rights of Collateral; provided that in no event shall any control agreements be required) containing any all third Persons now existing or hereafter arising whether by way of Lien, assignment or otherwise, except Permitted Liens. As of the foregoingClosing Date, other assets requiring perfection through control agreementsno filing, letterrecordation, re-offiling or re-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (recording other than any corporate aircraft), interests in certain joint ventures those listed on Exhibit D-1 hereto is necessary to perfect and non-Wholly-Owned Subsidiaries which cannot be pledged without maintain the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A perfection of the Codeinterest, (e) the pledge title or Liens of the Capital Stock of Foreign Subsidiaries Collateral Documents, and on the Closing Date, all such filings or recordings will have been made to the extent Collateral Agent’s security interest can be perfected by filing. Borrower has or concurrently herewith shall have properly delivered or caused to be limited delivered, or provided control, to 65% Collateral Agent or Depositary Agent with respect to all Collateral that permits perfection 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 Lien and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders described above by possession or control. Borrower’s obligations under this Agreement rank and will rank at least pari passu in priority of payment and in all other assets in which it may determine that the taking respects with all other present or future unsecured and secured Debt of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredBorrower.

Collateral. Effective upon any Subsidiary becoming a Guarantor (a) Subject to the limitations on property or assets acquired after the Amendment Effective DateDate 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 and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected 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. Without limiting the generality of the foregoing, the 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 conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall cause be required hereunder to the extent such Guarantor within fifteen Business Days after becoming a Guarantor 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 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 the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until February 20, 2012 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiaries) of such Guarantor pursuant to documentation reasonable discretion (including related certificates it being understood and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent agreed that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of failure to deliver such Mortgages by 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 date ultimately required 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 constitute a Default under clause (d)(i) of Article VII hereof) with respect to the discretion to exclude from Fee Owned Real Property owned by the Collateral immaterial assets, assets as to which it and Credit Parties on the Effective Date; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh Mortgages as soon as reasonably practicable after the benefit Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall be required hereunder to the Lenders and other assets extent the Borrower is in which it may determine that compliance with the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredMortgage Requirement.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit The obligations of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby secured by perfected security interests in substantially all of their respective personal property assets (subject to grant a customary and other exclusions and limitations TBD, including in respect of equity interests in foreign subsidiaries). The security interest in any asset if interests securing the granting of such security interest would result Revolving Credit Facility (and subsidiary guarantees thereof) in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash Borrower’s and cash equivalentsGuarantors’ contract payment rights, accounts receivable and other current or Portfolio Securitiesrelated assets, or deposit or including contract rights (collectively “Revolver Priority Collateral”) shall be first priority security accounts interests (except subject only to permitted encumbrances); provided that Revolver Priority Collateral may also include other assets to the extent required by the lenders under the Revolving Credit Facility to ensure that the foregoing are proceeds of all-in yield on loans funded under such facility does not exceed 5.75%per annum (the “ABL Structure”); provided, further, that the Revolving Credit Facility may be structured as a cash flow revolver with Revolver Priority Collateral to include all assets so long as the Borrower has used commercially reasonable efforts to consummate the Revolving Credit Facility pursuant to the ABL Structure. The security interests securing Term Loan A (and subsidiary guarantees thereof) shall be first priority security interests (subject only to permitted encumbrances) in all personal property assets other than Revolver Priority Collateral; provided that in no event shall any control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letterand second-of-credit rights, leasehold real property, motor vehicles and other assets priority security interests (subject to certificates of title permitted encumbrances) in Revolver Priority Collateral. The security interests securing Term Loan B (and subsidiary guarantees thereof) shall be second priority security interests (subject only to security interests securing Term Loan A and permitted encumbrances) in all personal property assets other than any corporate aircraft)Revolver Priority Collateral, and third-priority security interests (subject to permitted encumbrances) in certain joint ventures Revolver Priority Collateral. On the Closing Date, the lenders under the New Credit Facilities (or their respective agents or other representatives) shall enter into an intercreditor agreement with the lenders under the Revolving Credit Facility and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties DIRECTV, LLC, in form 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 security interest would outweigh the benefit substance reasonably satisfactory to the Lenders lenders (or agents) and other assets in which it may determine that Colony, governing the taking of a security interest would not be advisablerelative priority of, and (g) no foreign law security or pledge agreements shall be requiredrelative remedies in respect of, Liens in common collateral.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateThe Borrower will cause, the Borrower shall and will cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) each other Loan Party to grant cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.2 (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement until the Syndication Agent has received written notice of such Mortgage at least 30 days prior to such execution or recording and the Syndication Agent has confirmed that its flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to it (such confirmation not to be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request and (subject to Permitted Liensii) 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. The Borrower will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. In the event that any Loan Party divides itself into two or more Persons, any Persons formed as a result of such Division, unless otherwise consented to in writing by the Administrative Agent, shall have taken each of the Guarantors toactions set forth in Section 5.10 and this Section 5.11, at the expense of the Borroweras applicable, make, execute, endorse, acknowledge, file and/or deliver in each case subject 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 periods set forth therein (or instruments and take such further steps relating to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Codeherein), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after In connection with the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to creation in favor of the Collateral Agent Agent, for the benefit benef it of the Secured Parties Parties, of a first (subject to Permitted Liens) priority valid, perfected First Priority security interest in all assets (including real the personal property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable Collateral, each Grantor shall have delivered to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver : (1) evidence satisfactory to the Administrative Agent from time of the compliance by each Grantor of their obligations under the Pledge and Security Agreement, the Equity Pledge Agreement and the other Collateral Documents (including their obligations to time such schedulesexecute or authorize, confirmatory assignmentsas applicable, conveyancesand deliver Financing Statements, financing statementsoriginals of securities, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (2) opinions of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) with respect to the creation of and perfection of the security interest in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Grantor or any personal property Collateral is located as the Administrative Agent may reasonably require. Notwithstanding any request, in each case in form and substance reasonably satisfactory to the Administrative Agent; (3) a certif icate of an Authorized Off icer of each Grantor, dated as of the foregoingClosing Date, to the effect that, in the case of each Collateral Obligation pledged for inclusion in the Collateral on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (A) subject to Permitted Liens, such Grantor has (or will have upon Acquisition) good and marketable title to such Collateral Obligation free and clear of any liens, claims, encumbrances or defects of any nature whatsoever except 74 (i) for those that are being released on the Closing Date, (aii) neither for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof , accrued on such Collateral Obligation prior to the Borrower nor Closing Date and owed by such Grantor to the seller of such Collateral Obligation or (iii) those Granted pursuant to the Transaction Documents; (B) such Grantor has Acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in paragraph (A) above; (C) such Grantor has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other Guarantor shall be obligated hereby than interests Granted pursuant to grant the Transaction Documents; (D) such Grantor has full right to Grant a security interest in any asset if the granting of and assign and pledge such security interest would result in the violation of any applicable law or regulation, (b) Collateral Obligation to the Collateral shall not include Agent; (E) subject to Permitted Liens, upon Grant by such Grantor and the taking of the relevant actions contemplated by the Collateral Documents, the Collateral Agent has a perfected security interest in the Collateral that is of f irst priority, f ree of any asset if adverse claim or the granting legal equivalent thereof ; (F) each Collateral Obligation owned or Committed to be Acquired by such Grantor is listed in the Schedule of Collateral Obligations, and the information set forth with respect to such security interest would be prohibited by enforceable anti-assignment provisions Collateral Obligation in the Schedule of contracts or applicable law Collateral Obligations is correct; (after giving effect to relevant provisions G) [reserved]; and (H) each Collateral Obligation satisf ies the requirements of the Uniform Commercial Codedef inition of “Collateral Obligation” and “Collateral Portfolio Requirements”. (f ), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming The obligations of Borrower under the Loan Documents shall be secured by a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as perfected first priority security interest to be held by the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties Lenders in the Qualifying Collateral Pool Properties, as described below. The Mortgages on the initial Qualifying Collateral Pool Properties (or amendments to Mortgages previously recorded pursuant to the Original Credit Agreement) shall be executed and delivered for recordation not later than the Agreement Effective Date. Borrower shall also provide to the Administrative Agent not later than the Agreement Effective Date with respect to each such Qualifying Collateral Pool Property, an Appraisal approved by the Administrative Agent, a first rent roll, ARGUS runs, leasing activity reports, tenant sales reports (subject if applicable), Leases, operating statements, an annual budget or cash flow projection, insurance certificates, lender’s title insurance policies (or date down endorsements to Permitted Liensthe lender’s title insurance policies previously delivered to the Administrative Agent pursuant to the Original Credit Agreement), surveys (which if no material changes to the improvements thereon have occurred, may be older surveys accompanied by an affidavit of no change from the Borrower), flood hazard determinations/flood insurance, subordination, non-disturbance and attornment agreements and estoppel certificates (the “Required SNDAs and Estoppels”) priority security interest from all tenants of Single Tenant Projects and from those tenants leasing 15,000 or more square feet of gross leaseable area in all assets other Projects in a form satisfactory to the Administrative Agent (including real property and the Capital Stock of its Subsidiaries) of such Guarantor unless previously delivered pursuant to documentation (including related certificates and opinions) reasonably acceptable the Original Credit Agreement or waived by the Administrative Agent), environmental assessments satisfactory to the Administrative Agent. The Borrower will, and will cause property condition reports satisfactory to the Borrower and each of the Guarantors toAdministrative Agent, at the expense a written opinion of the Borrower, make, execute, endorse, acknowledge, file and/or deliver ’s counsel addressed to the Lenders in a form reasonably satisfactory 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 regarding each Mortgage (except those Mortgages delivered pursuant to the Collateral Original Credit Agreement with respect to which no opinion will be required at the Agreement Effective Date or at any time thereafter so long as the Administrative Agent may previously received a satisfactory opinion that continues to benefit the Administrative Agent and Lenders under this Agreement) and such other due diligence materials as the Administrative Agent shall reasonably requirerequire for each - 27 - Qualifying Collateral Pool Property (the “Required Diligence”). Notwithstanding any of the foregoing, (a) neither Borrower shall have the Borrower nor right to deliver any other Guarantor such Required SNDAs and Estoppels after the addition of the related Qualifying Collateral Pool Property, so long as any such Required SNDAs and Estoppels shall be obligated hereby delivered to grant the Administrative Agent (unless the requirement for delivery thereof has been waived by the Administrative Agent) by a security interest in any asset if date ninety (90) days after the granting addition of such security interest would result in the violation of any applicable law or regulation, (b) Qualifying Collateral Pool Property to the Collateral shall Pool and, if such delivery or waiver has not include a security interest in any asset if the granting of occurred by 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)date, (c) 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 then such Qualifying Collateral Pool Property shall be excluded from the Collateral, (d) Collateral Pool until such delivery is made or waived by the Collateral Administrative Agent. Borrower shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 pay for all Appraisals 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 Qualifying Collateral immaterial assets, assets as to which it and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredPool Properties required hereunder.

Collateral. Effective The Group shall provide BCBSF/HOI collateral to secure Gevity’s payment obligations under this Agreement in the amounts set forth in Exhibit A. The collateral shall be provided in the form of an irrevocable letter of credit issued in favor of BCBSF/HOI which shall automatically increase in accordance with the schedule specified in Exhibit A. BCBSF/HOI shall be entitled to draw from the letter of credit only in the event the Group fails to meet its payment obligations as set forth in Sections III, IV or VII of this Agreement. The form of letter of credit must be acceptable to BCBSF/HOI. The Group upon any Subsidiary becoming a Guarantor after 60 days prior written notice to BCBSF/HOI may replace the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant outstanding letter of credit with cash collateral equal to the Collateral Agent for the benefit outstanding letter of the Secured Parties a first credit to be held in an interest-bearing trust or escrow account in favor of BCBSF/HOI (subject to Permitted Liens) priority security with interest in all assets (including real property accruing and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable payable to the Administrative AgentGroup on a quarterly basis). The Borrower will, and will cause If the Borrower and each Group elects to replace the letter of the Guarantors 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. Notwithstanding any of credit in accordance with the foregoing, the parties will select a trustee bank and enter into a trust participation agreement (aor similar agreement) neither acceptable to both parties. Following the Borrower nor any other Guarantor termination or expiration of this contract, and provided the Group is current with respect to its financial obligations to BCBSF/HOI, the collateral shall be obligated hereby reduced to grant a security interest in any asset if [*] of its then current value at the granting end of such security interest would result in the violation third, sixth and ninth month and fully released at the end of the twelfth month, exclusive of any applicable law known or regulationpending claims, (b) the Collateral shall not include a security interest including any potential cases 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 relevant provisions of the Uniform Commercial Code)litigation. * THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED BY GEVITY HR, (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredINC.

Collateral. Effective upon Within forty-five (45) days (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) after any Significant Subsidiary becoming a Guarantor is formed or acquired after the Amendment Effective DateClosing Date or a Subsidiary becomes a Significant Subsidiary, the Borrower shall cause such Guarantor within fifteen Business Days after becoming new Significant Subsidiary to, unless the Collateral Agent otherwise agrees in its reasonable discretion, (i) execute and deliver to the Collateral Agent a Guarantor Perfection Certificate, relating to such Significant Subsidiary, (ii) execute and deliver to the Collateral Agent a joinder agreement to the ABL Intercreditor Agreement (if any) in the manner provided therein, (iii) cause all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such later date as Significant Subsidiary (except to the Administrative Agent may agreeextent constituting Excluded Property) that are owned by another Loan Party to grant be pledged on a first priority perfected basis to the Collateral Agent for the benefit of the Secured Parties a first pursuant to the Pledge Agreement (subject only to (x) Permitted Liens) priority security interest Liens securing any ABL Facility or other permitted secured Debt that is subject to an intercreditor agreement in all assets (including real property form and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) substance reasonably acceptable to the Administrative Agent and (y) Permitted Liens arising by operation of law), (iv) execute and deliver to the Collateral Agent for the benefit of the Secured Parties any other applicable Collateral Documents in form and substance reasonably satisfactory to the Collateral Agent. The Borrower will, including without limitation, Patent, Trademark and Copyright Security Agreements and Mortgages (subject to the below proviso) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens and security interests (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (other than Excluded Property), including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and appropriate equity certificates and powers evidencing the Collateral pledged pursuant to the Pledge Agreement, (v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and will cause the Borrower and each judgment searches (including searches of the Guarantors toapplicable real estate indexes), at with the expense results, form scope and substance of such searches to be reasonably satisfactory to the BorrowerCollateral Agent, make(vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, executeincluding opinions of local counsel in each applicable jurisdiction, endorse, acknowledge, file and/or deliver as such opinions may be reasonably requested by the Administrative Agent and with such opinions to be reasonably satisfactory to the Administrative Agent from time in its reasonable discretion and (vii) provide the Collateral Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent, 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 assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building”, “structure” or “mobile home” (each as defined in Regulation H as promulgated by the Administrative Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Collateral Agent may reasonably require. Notwithstanding with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the foregoingCollateral Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to any Real Property (aother than, for the avoidance of doubt, Excluded Property) neither of a Significant Subsidiary that is formed or acquired after the Borrower nor Closing Date or of a Subsidiary that becomes a Significant Subsidiary after the Closing Date that is required to be subject to a Mortgage, and any other Guarantor shall be obligated hereby to grant a security interest as-extracted minerals or fixtures (as such terms are defined in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code)) which are required to be subject to a Mortgage or the Security Agreement, (cthe requirements of this Section 8.01(i) 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 satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Collateral, Borrower and the applicable Significant Subsidiary take all steps within one hundred and twenty (d120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may be extended by the Collateral shall not include cash Agent in its reasonable discretion) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens (subject only to Permitted Liens) in and cash equivalents, accounts receivable or Portfolio Securities, or 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 assets of the foregoing, other Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the 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 Loan Parties that constitute ABL Priority Collateral in favor of the Capital Stock of Foreign Subsidiaries shall be limited to 65% Collateral Agent for the benefit of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have the discretion Secured Parties with respect to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredCollateral.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The due and punctual payment of the Amendment Effective principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the Borrower overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall cause such Guarantor within fifteen Business Days after becoming be secured by a Guarantor (or such later date Lien on the Fixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each case subject to Permitted Liens, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the Administrative Agent case may agree) be, shall be or shall have become parties to grant simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the Collateral Agent Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Issuer, for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Holders, hereby appoints UMB Bank, N.A., as the initial Collateral Agent and the Capital Stock Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents. Each Holder by its acceptance of its Subsidiaries) of any Notes and the Guarantees thereof, irrevocably consents and agrees to such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable appointment. Notwithstanding any provision to the Administrative contrary contained elsewhere in this Indenture or the other Note Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the other Note Documents, or otherwise exist, against the Collateral Agent. The Borrower will, and will cause Without limiting the Borrower and each generality of the Guarantors toforegoing sentence, at the expense use 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 term “agent” in this Indenture with reference to the Collateral as the Administrative Agent may reasonably require. Notwithstanding is not intended to connote any of the foregoing, fiduciary or other implied (aor express) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation obligations arising under agency doctrine of any applicable law or regulationlaw. Instead, (b) the Collateral shall not include such term is used merely as a security interest in any asset if the granting matter 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), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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 advisablecustom, and (g) no foreign law security is intended to create or pledge agreements shall be requiredreflect only an administrative relationship between independent contracting parties.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower Each Loan Party shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to at all times keep the Collateral and all its other property and assets free and clear from any Liens whatsoever (except for Permitted Liens), and shall give Agent for prompt written notice when such Loan Party knows of any legal process adversely affecting such, or any Liens thereon, provided however, that the benefit of the Secured Parties a first (Collateral and such other property and assets may be subject to Permitted Liens. No Loan Party shall agree with any Person other than Agent or Lender not to encumber its property other than (i) priority security interest in all connection with Permitted Liens solely to the extent such restriction applies to assets (including real property and permitted to be excluded from the Capital Stock of its Subsidiaries) of such Guarantor Collateral pursuant to documentation Section 3.2, (including related certificates ii) customary restrictions on the assignment of leases, licenses and opinions) reasonably acceptable to the Administrative Agent. The Borrower willother agreements, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver (iii) in connection with Permitted Transfers (provided that this clause (iii) shall not be construed to the Administrative permit a Loan Party to agree with any Person (other than 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. Notwithstanding any of the foregoing, (aLender) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest on a Loan Party’s property in connection with a Permitted Transfer). No Loan Party shall enter into or suffer to exist or become effective any asset if agreement that prohibits or limits the granting of such security interest would result in the violation ability of any applicable law Loan Party to create, incur, assume or regulationsuffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party, in each case, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Codeassets financed thereby), (c) 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 Collateralin connection with Permitted Liens, Permitted Indebtedness and Permitted Transfers, and (d) customary restrictions on the Collateral assignment of leases, licenses and other agreements. Each Loan Party shall not include cash cause its Subsidiaries to protect and cash equivalentsdefend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, accounts receivable or Portfolio Securities, or deposit or security accounts and each Loan Party shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any Liens whatsoever (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 aircraftfor Permitted Liens), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent shall give Agent prompt written notice 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 any legal process adversely affecting such Subsidiary’s assets, assets as to which it and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after As continuing security for the Amendment Effective DateLoan Obligation, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) Client hereby assigns, grants and conveys to grant to the Collateral Agent for the benefit of the Secured Parties SB a first (subject to Permitted Liens) priority Lien and security interest in all assets (including real property cash, stocks, bonds, and other securities and instruments now or hereafter in the Capital Stock of its Subsidiaries) Account, and all dividends, interest and proceeds of such Guarantor pursuant to documentation property, and any property substituted by the Client in accordance with this Agreement (including related certificates collectively, the “Collateral”). No substitution of Collateral shall be permitted without SB’s approval, upon such terms and opinions) reasonably acceptable to the Administrative Agentconditions as may be prescribed by SB. The Borrower will, Client agrees to take any action reasonably requested by SB to maintain and will cause the Borrower preserve SB’s first priority Lien and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in the Collateral. Client hereby authorizes SB to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and SB has no further obligations under this Agreement. At any asset if time prior to the granting of such security Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest would result that has been paid on the Collateral and remains as cash in the violation Account. From the date of any applicable law or regulationthe first Advance until the Loan Obligation has been repaid in full and SB has no further obligations under this Agreement, (b) all interest paid on the Collateral shall not include a security be applied immediately to payment of accrued but unpaid interest in on the Loan Obligation (including the amount of 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 added to relevant provisions principal pursuant to Section 3) and any other portion of the Uniform Commercial Code)Loan Obligation then due, (c) fee-owned real property having an individual fair market value and Client authorizes SB to make such applications without any further approval or consent of less than $2,500,000 or aggregate fair market value of less than $10,000,000 Client required; provided, that, upon request made to SB, Client shall be excluded entitled to withdraw from the Collateral, (d) Account on or after the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts 15th day of each month (except to the extent that a Shortfall would result from such withdrawal) the foregoing are proceeds amount of Collateral; provided that in no event shall such interest paid on the Collateral prior to the first day of such month exceeding (x) 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 accrued but unpaid interest on which is wholly exempt from the taxes imposed by subtitle A Loan Obligation (including the amount of the Code, any interest added to principal pursuant to Section 3) plus (ey) the pledge amount of interest on the Capital Stock of Foreign Subsidiaries shall be limited to 65% of Loan Obligation payable for 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 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, and (g) no foreign law security or pledge agreements shall be requiredpreceding month.

Collateral. Effective upon (a) The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (subject to the exceptions contained herein and in any Subsidiary becoming a Guarantor after Collateral Document) to be subject at all times to first priority, perfected Liens in favor of the Amendment Effective DateAdministrative 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 any case to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall cause reasonably request to the extent, and within such Guarantor within fifteen Business Days after becoming time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Guarantor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) the vehicle titles for the motor vehicles owned by the Credit Parties on the Effective Date need not be retitled to reflect the Administrative Agent as the lienholder, and no Mortgages are required to be delivered hereunder, in each case, until March 17, 2005 or such later date as the Administrative Agent may agreeagree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such retitled vehicle titles and Mortgages by the required date shall constitute a Default under clause (d)(i) to grant of Article VII hereof) with respect to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and owned by the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to Credit Parties on the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of CollateralEffective Date; 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 hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh retitled vehicle titles and Mortgages as soon as practicable after the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredEffective Date.

Collateral. Effective upon The Lenders agree that at all times, whether before, after or during the pendency of any Subsidiary becoming a Guarantor after Insolvency Proceeding, and notwithstanding the Amendment Effective Datepriorities which would ordinarily result from the order of execution or granting of any Lien in the Collateral or the order of filing of any financing statements or recording of any deeds of trust, mortgages or any other security documents now or hereafter constituting part of the Subordinated Lender Documents or the Senior Lenders Documents with respect to the Collateral, or any provision of the UCC or any other applicable law to the contrary, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as Liens of the Administrative Agent may agree) to grant in the Collateral arising pursuant to the Collateral Agent Senior Lenders Documents as security for the benefit all of the Secured Parties a Senior Lenders Obligations shall be at all times first (subject priority Liens in the Collateral, superior to Permitted Liens) priority security interest the Liens of the Subordinated Lender in all assets (including real property the Collateral arising pursuant to the Subordinated Lender Documents, and the Capital Stock Liens of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates the Subordinated Lender in the Collateral shall be junior and opinions) reasonably acceptable subordinate to the Administrative Agent. The Borrower will, and will cause the Borrower and each Liens of the Guarantors to, at the expense Agent therein as security for all of the Borrower, make, execute, endorse, acknowledge, file and/or deliver Senior Lenders Obligations. All proceeds of the Collateral shall be applied to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers Obligations in accordance with the provisions of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably requireSection 5 hereof. Notwithstanding any the foregoing provisions of the foregoingthis Section 2.1, it is hereby agreed that (a) neither any Collateral (herein, “Term Loan B Collateral”) purchased by any Borrower prior to the Borrower nor any other Guarantor date of the Second Amendment to LJH Financing Agreement with the proceeds of the Term Loan B (as defined in the Subordinated Lender Loan Agreement), shall be obligated hereby at all times subject to grant a security interest first priority Lien in any asset if favor of Subordinated Lender, superior to the granting Liens of the Senior Lenders in such security interest would result in Term Loan B Collateral arising pursuant to the violation of any applicable law or regulationSenior Lenders Documents, and (b) the Liens of the Senior Lenders in the Term Loan B Collateral shall not include a security interest in any asset if be junior and subordinate to 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 Liens of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or Subordinated Lender therein as 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 for all 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 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, and (g) no foreign law security or pledge agreements shall be requiredSubordinated Lender Obligations.

Collateral. Effective upon any Subsidiary becoming a Guarantor after As security for all indebtedness and other obligations of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority in all Borrower's personal property (the Amendment Effective Date“Collateral”), as more fully described in that certain (i) Security Agreement between Borrower and Bank dated as of the Closing Date (the “Security Agreement”) and (ii) Intellectual Property Security Agreement between Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor and Bank dated as of the Closing Date (the “IP Security Agreement”). Borrower is the sole owner of the Intellectual Property which it owns or such later date as purports to own except for (a) non-exclusive licenses granted to its customers in the Administrative Agent may agreeordinary course of business, (b) to grant over-the-counter software that is commercially available to the Collateral Agent for public, and (c) material Intellectual Property licensed to Borrower and noted on the benefit Perfection Certificate. 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 Secured Parties 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, as of the date of this Agreement, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a first (material adverse effect on Borrower’s business. All of the foregoing shall be evidenced by and subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) terms of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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, conveyancessecurity agreements, financing statements, transfer endorsementsdeeds or mortgages, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral documents as the Administrative Agent may Bank shall reasonably require, all in form and substance satisfactory to Bank. Notwithstanding Borrower shall pay to Bank immediately upon demand the full amount of all out-of-pocket charges, costs and expenses (to include fees paid to third parties), expended or incurred by Bank in connection with any of the foregoingforegoing security, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting including without limitation, filing and recording fees and costs of such security interest would result in the violation of any applicable law or regulationappraisals, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash audits and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredinsurance.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the (a) Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor not take any action (nor permit or such later date as the Administrative Agent may agree) to grant consent to the Collateral Agent for taking of any action) which might reasonably be anticipated to impair the benefit value of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Collateral or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, rights of Agent or Lenders in the Collateral. Borrower shall not (i) modify or amend any of the Pledged Documents without Agent's prior written consent except that Borrower shall be permitted to modify up to (1) 15% of the Notes Receivable which are to be pledged to Agent by reducing the interest rate charged and/or (2) 20% of the Notes Receivable which are to be pledged to Agent by extending the term of the Notes Receivable beyond 84 months so long as (a) neither the Borrower nor any other Guarantor no Financed Notes Receivable shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, have been modified more than two times; (b) the Collateral shall not include all Financed Notes Receivable have a security weighted average interest in any asset if the granting rate 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), at least 13.75%; (c) 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 Collateral, no term exceeds 120 months; (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds no more than 20% of Collateralall Financed Notes Receivable have a term exceeding 84 months; 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 65at such time as 10% of the Capital Stock of material first-tier Foreign Subsidiaries, Financed Notes Receivable constitute Notes Receivable which have been modified as permitted hereunder any additional modified Notes Receivable to be pledged to Agent shall be subject to the further requirement that the Purchasers under such modified Notes Receivable to be pledged to Agent shall have made two (2) timely and consecutive monthly payments; (f) no additional modified Notes Receivable shall be pledged to Agent after the Administrative Agent shall have expiration of the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets Revolving Period except in which it may determine that the taking replacement of a security interest would not be advisable, and modified Financed Note Receivable which has become ineligible; (g) no foreign law security or pledge agreements unmodified Financed Note Receivable which becomes ineligible may be replaced with a modified Note Receivable; and (h) there shall be requiredno limit on assumptions of Notes Receivable provided the purchaser has made a 10% down payment, or (ii) grant extensions of time for the payment of, compromise for less than the full face value, release in whole or in part any Purchaser liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Collateral or any instrument or document representing the Collateral.

Collateral. Effective upon any Subsidiary becoming a Guarantor after As of the Amendment Effective Date, the Resigning Agent, as the resigning Administrative Agent and Collateral Agent under the Loan Documents, hereby assigns to the Successor Agent the Parallel Debt Undertaking, each of the Liens and security interests granted to the Resigning Agent under the Loan Documents, including any Parallel Debt Security, in its capacity as Administrative Agent and Collateral Agent, and the Successor Agent, as the new Administrative Agent and Collateral Agent under the Loan Documents, hereby assumes the Parallel Debt Undertaking, all such Liens and security interests, for its benefit and for the benefit of the Secured Parties. The Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (on behalf of the Loan Parties) authorizes the Resigning Agent and the Successor Agent (or such later date their respective designees) to file, amend, assign, endorse and/or execute as applicable (i) any UCC assignments or amendments with respect to the UCC financing statements, (ii) any PPSA assignments or amendments with respect to the PPSA financing statements (or similar financing statements), (iii) any assignments, amendments or replacements with respect to the existing Mortgages, (iv) any assignments, amendments or replacements with respect to existing intellectual property security agreements and (v) assignments or amendments with respect to any other filings, account control agreements and certificates of title in each case in respect of the Collateral as the Administrative Resigning Agent may agreeor Successor Agent, in consultation with the Loan Parties, deems reasonably necessary or desirable (clauses (i) to grant – (v) collectively, the “Collateral Assignments”), in the case of each Collateral Assignment, in form and substance reasonably satisfactory to the Resigning Agent, the Successor Agent and the Borrower to effect the replacement of the Resigning Agent, as secured party thereunder, with the Successor Agent (it being agreed that any such Collateral Assignments shall be made without any representations and/or warranties from the Resigning Agent or the Successor Agent). On and after the Effective Date: (i) any Collateral held by the Resigning Agent (including, without limitation, any Collateral in the possession or control (as defined in the UCC) of the Resigning Agent or any agent or bailee thereof) for the benefit of the Secured Parties a first (subject shall be deemed to Permitted Liens) priority security interest be held by the Resigning Agent solely as sub-agent of or bailee for the Successor Agent for the benefit of the Successor Agent and the Secured Parties until such time as all Collateral Assignments have been completed and any and all consents, filings, amendments and/or supplements which may be required in connection with the transfer contemplated by this Agreement are obtained such that the Successor Agent shall be named as secured party on behalf of the Secured Parties 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 the Borrower and each of the Guarantors 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, UCC financing statements, transfer endorsementsPPSA financing statements, powers Mortgages, intellectual property security agreements, certificates of attorneytitle, certificates, reports account control agreements and any other assurances filings reasonably necessary or instruments and take desirable to ensure continued perfection in such further steps relating Collateral on behalf of the Secured Parties; (ii) any reference to the Resigning Agent on any publicly or non-publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral as assigned hereby, shall, until such filing is modified to reflect the Administrative Agent may reasonably require. Notwithstanding any interests of the foregoingSuccessor Agent with respect to such Liens and security interests, constitute a reference to the Resigning Agent as sub-agent of the Successor Agent (aunless no such modification to such filing is necessary to reflect the appointment of the Successor Agent); (iii) neither any reference to the Borrower nor Resigning Agent as an additional insured and/or loss payee under any other Guarantor shall insurance (including title insurance) required to be obligated hereby maintained pursuant to grant the Loan Documents shall, until the Successor Agent is substituted as additional insured and/or loss payee thereunder, constitute a security interest reference to the Resigning Agent as sub-agent of the Successor Agent; and (iv) any reference to the Resigning Agent in any asset if pledge agreement, security agreement, mortgage, intellectual property security agreement, account control agreement or other Collateral Document shall, until the granting Successor Agent is substituted thereunder (whether by operation of such security interest would result in the violation of any applicable law or regulationby subsequent amendment, (b) assignment, filing or other instrument), constitute a reference to the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable antiResigning Agent as sub-assignment provisions of contracts or applicable law (after giving effect to relevant provisions agent of the Uniform Commercial CodeSuccessor Agent, and, in each case of clauses (i), (cii), (iii) feeand (iv), the parties hereto agree that the Resigning Agent’s role as such sub-owned real property having an individual fair market value agent shall impose no duties, obligations, or liabilities on the Resigning Agent, including, without limitation, any duty to take any type of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall direction regarding any action to be excluded taken against such Collateral, whether such direction comes from the CollateralSuccessor Agent, (dthe Required Lenders or otherwise, and, without limiting the generality of Section 14(d) below, the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 Resigning Agent shall have the discretion full benefit of the protective provisions of the Credit Agreement including, without limitation, Article VIII and Section 10.03 of the Credit Agreement while serving in such capacity. Schedule III sets forth all possessory Collateral currently possessed by the Resigning Agent. The Successor Agent agrees to exclude from the take possession of any possessory Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit delivered to the Lenders and other assets in which it may determine that Successor Agent on or after the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredEffective Date upon tender thereof by the Resigning Agent.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The Obligations and the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor Hedge Obligations (or such later date as the Administrative Agent may agree) to grant subject to the Collateral provisions set forth in the definition of Security Documents) shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Secured Parties a first (Lenders on the Collateral, pursuant to the terms of the Security Documents, and in each case subject to Permitted Liens) priority security . If Borrower enters into any interest rate agreements or hedging agreements which are in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including any manner related certificates and opinions) reasonably acceptable to the Administrative Loans or the the Facility, Borrower agrees to assign the same to Agent, for the benefit of the Lenders, by entering into Agent’s reasonable form of assignment of interest rate agreements or hedging agreements at the time Borrower enters into such agreements. The Borrower willshall (and shall cause IR OpCo) to comply, in all material respects, with the terms and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial CodeSecurity Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, on account of any and all additional Subsidiaries of Borrower and/or IR OpCo which shall exist from and after the Effective Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower and/or IR OpCo acquiring or creating any such additional Borrower Subsidiary, together with such information, documents, and materials reasonably requested by Agent (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge, the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e)). Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Effective Date, Borrower shall, or shall cause IR OpCo and/or such Borrower Subsidiary, as applicable (in each case to the extent such Ownership Interest Pledge, Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably determined in good faith), (cw) fee-owned real property having an individual fair market value to confirm to Agent the applicable Ownership Interest Pledge or Distribution Interest Pledge in the Equity Interests of less than $2,500,000 or aggregate fair market value such Borrower Subsidiary, and the ability of less than $10,000,000 shall be excluded from the Collateralsuch Borrower Subsidiary to enter into a Guaranty of Obligations, (dx) to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the Collateral shall not include cash and cash equivalentsapplicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge), accounts receivable or Portfolio Securities(y) to, if applicable, provide written notice to, or deposit obtain consent of, each lender or security accounts (except other third party required for it to grant the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the foregoingapplicable Ownership Interest Pledge, other assets requiring perfection through control agreementsDistribution Interest Pledge, 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 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 advisableGuaranty, and (gz) no foreign law security or pledge agreements shall be requiredif applicable, to execute and deliver a corresponding joinder to the Guaranty, in form and substance reasonably satisfactory to Agent , together with all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e).

Collateral. Effective upon any Subsidiary becoming a Guarantor after To secure the Amendment Effective Dateprompt repayment of all Term Loans and all other obligations and amounts due in connection with all Term Notes (the “Payments”) and all other obligations of Borrower to Lender, whether now existing or hereafter arising (collectively, the “Indebtedness”), Borrower shall cause such Guarantor within fifteen Business Days after becoming grants to Lender a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property right, title and the Capital Stock interest of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates Borrower, whether now existing or hereafter acquired or arising, in and opinions) reasonably acceptable to the Administrative Agent. The Borrower willfollowing (hereinafter, and will cause the Borrower and each “Collateral”): (a) all of the Guarantors toGoods (as defined in the UCC, at the expense of the Borrower“Goods”) or other property described in each Term Note as “collateral” or otherwise; (b) all additions, makeaccessories, executeaccessions, endorseattachments, acknowledgesubstitutions, file and/or deliver renewals, replacements and improvements to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports property described in subsection (a); and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any (c) all proceeds of the foregoing, including proceeds in the form of Goods, Accounts, Chattel Paper, documents, Instruments, General Intangibles, Investment Property, Deposit Accounts, Letter of Credit Rights, Supporting Obligations, and insurance (a) neither as such terms are defined in the Borrower nor any other Guarantor shall be obligated hereby to grant a UCC). Until all Indebtedness has been paid in full, Lenxxx’x security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall remain in full force and effect. Borrower covenants to keep the Collateral free and clear of all liens and encumbrances, except for Lenxxx’x security interest therein. Borrower authorizes Lender to insert and/or correct serial numbers, vehicle identification numbers and any other relevant information which identifies the Collateral when such information becomes available to Lender. Borrower shall provide Lender with a revised schedule to the Term Note or other documentation acceptable to Lender in the event of any changes to, or corrections in the description of, the Collateral. Borrower hereby covenants and agrees that: (i) any and all letters of credit provided by any vendor or supplier of Goods and or other items of Collateral the purchase price for which Lenxxx xxs paid or reimbursed Borrower any portion thereof (each a “Letter of Credit”) shall constitute Supporting Obligations, and all of Borrower’s rights and remedies under, and the proceeds of, each Letter of credit shall constitute Collateral hereunder; (ii) Borrower shall provide Lender with a true, correct and complete copy of each Letter of Credit; (iii) Borrower shall not include a security pledge, assign or otherwise transfer any right, title or interest in any asset if the granting Letter of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions Credit so long as any portion of the Uniform Commercial Code)Indebtedness remains unsatisfied; (iv) upon the occurrence of an Event of Default or if Borrower suffers a material adverse change in Borrower’s financial condition, operations or ownership, as reasonably determined by Lender, upon Lender’s request Borrower shall provide Lender with the sole original of each Letter of Credit; and (cv) fee-owned real property having an individual fair market value provide Lender with prior written notice of less than $2,500,000 or aggregate fair market value Borxxxxx’x intention to draw upon a Letter of less than $10,000,000 shall Credit and cause the proceeds of any such draw to be excluded from used for the Collateral, (d) payment of amounts under the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except applicable Progress Payment Addendum 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 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, and (g) no foreign law security or pledge agreements shall be requiredMaster Agreement and/or Term Note.

Collateral. Effective upon The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (but only, in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any Subsidiary becoming a Guarantor after case to Liens permitted by Section 6.15 hereof. Without limiting the Amendment Effective Dategenerality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Guarantor to the extent, and within fifteen Business Days after becoming such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Guarantor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until December 31, 2005 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiariesreasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by December 31, 2005 or such later date shall constitute a Default under Section 7.3) of such Guarantor pursuant with respect to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest Mortgaged Properties on the Closing Date in any asset if the granting case of such security interest would result in the violation of any applicable law or regulation, amendments and supplements and (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 equity interests in each Foreign Subsidiary in the case 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 such pledge agreements; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh the benefit to the Lenders amendments, supplements and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredas soon as practicable after the Closing Date.

Collateral. Effective upon any Subsidiary becoming The Collateral Agent shall have received on the Closing Date (i) appropriately completed copies of UCC financing statements naming each of the Company and the Guarantor as a Guarantor after debtor and the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date Collateral Agent as the Administrative 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 Collateral Agent may agreeand its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Security Agreement, (ii) appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to grant release all Liens (as defined in the Time of Sale Document and the Final Offering Circular) (other than Permitted Liens (as defined in the Time of Sale Document and the Final Offering Circular)) of any Person in any collateral described in any Security 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 the Company or the 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 (as defined in the Time of Sale Document and the Final Offering Circular), (iv) such other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent, and the Initial Purchaser shall have received a copy of such documents (v) the Collateral Agent and its counsel shall be satisfied that (i) the Lien (as defined in the Time of Sale Document and the Final Offering Circular) granted in favor of the Collateral Agent, for the benefit of the Secured Parties a first holders of the Securities (subject to Permitted Liens) priority security interest as defined in all assets (including real property the Time of Sale Document and the Capital Stock of its SubsidiariesFinal Offering Circular) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to in the Administrative Agent. The Borrower will, and will cause the Borrower and each Collateral is of the Guarantors to, at priority described in the expense Time of Sale Document and the Borrower, make, execute, endorse, acknowledge, file and/or deliver to Final Offering Circular; and (ii) no Lien (as defined in the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers Time of attorney, certificates, reports Sale Document and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding Final Offering Circular) exists on any of the foregoingCollateral other than the Lien created in favor of the Collateral Agent, for the benefit of the holders of the Securities (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result as defined in the violation Time of any applicable law or regulation, (b) Sale Document and the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial CodeFinal Offering Circular), (c) 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 Collateralpursuant to a Collateral Document, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except in each case subject to the extent that Permitted Liens (as defined in the foregoing are proceeds Time 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 Sale Document and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredFinal Offering Circular).

Collateral. Effective upon The Administrative Agent and the Lenders shall at all times have the rights and remedies of a secured party under the U.C.C., in addition to the rights and remedies of a secured party provided elsewhere within this Agreement, in any Subsidiary becoming a Guarantor after other Related Writing executed by any Borrower or otherwise provided in law or equity. Upon the Amendment Effective Dateoccurrence of an Event of Default and at all times thereafter, the Administrative Agent may require the Borrowers to assemble the collateral securing the Secured Obligations, which each Borrower agrees to do, and make it available to the Administrative Agent and the Lenders at a reasonably convenient place to be designated by the Administrative Agent. To the extent permitted by applicable Law, the Administrative Agent may, with or without notice to or demand upon such Borrower and with or without the aid of legal process, make use of such force as may be necessary to enter any premises where such collateral, or any thereof, may be found and to take possession thereof (including anything found in or on such collateral that is not specifically described in this Agreement, each of which findings shall cause be considered to be an accession to and a part of such Guarantor within fifteen Business Days after becoming a Guarantor (collateral) and for that purpose may pursue such collateral wherever the same may be found, without liability for trespass or damage caused thereby to such later date Borrower. After any delivery or taking of possession of the collateral securing the Secured Obligations, or any portion thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, to the extent permitted by applicable Law, and upon such terms and in such manner as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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 deem advisable, the Administrative Agent, in its discretion, may sell, assign, transfer and deliver any of such collateral at any time, or from time to time. The No prior notice need be given to any Borrower will, and will cause or to any other Person in the Borrower and each case of the Guarantors to, at the expense any sale of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to such collateral that the Administrative Agent from time determines to time such schedulesbe perishable or to be declining speedily in value or that is customarily sold in any recognized market, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and but in any other assurances or instruments and take such further steps relating to the Collateral as case the Administrative Agent may reasonably require. Notwithstanding shall give the Borrowers not fewer than ten (10) days prior notice of either the time and place of any public sale of such collateral or of the foregoingtime after which any private sale or other intended disposition thereof is to be made. To the extent permitted by applicable Law, (a) neither the each Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation waives advertisement of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash sale and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that specifically required by the foregoing are preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Administrative Agent or the Lenders may purchase such collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Lxxxx having precedence over this Agreement, the Administrative Agent may apply the net proceeds of Collateral; provided that in no event shall any control agreements be required) containing any each such sale to or toward the payment of the foregoingSecured Obligations, other assets requiring perfection through control agreementswhether or not then due, letter-of-credit rightsin such order and by such division as the Administrative Agent, leasehold real propertyin its sole discretion, motor vehicles and other assets subject may deem advisable. Any excess, to certificates of title (other than any corporate aircraft)the extent permitted by law, 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 paid to 65% of the Capital Stock of material first-tier Foreign SubsidiariesBorrowers, (f) and each Borrower shall remain liable for any deficiency. In addition, the Administrative Agent shall at all times have the discretion right to exclude from obtain new appraisals of any Borrower or any collateral securing the Collateral immaterial assetsSecured Obligations, assets as to which it and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be required.paid by the Borrowers. 112

Collateral. Effective upon any Subsidiary becoming a Guarantor (i) Except for actions permitted to be taken after the Amendment Effective DateClosing Date pursuant to Section 6.13, all filings, recordations and any other actions in connection with the Borrower Collateral shall cause have been duly made so that such Guarantor within fifteen Business Days after becoming a Guarantor Liens created under the Security Documents shall (or such later date as the Administrative Agent may agreew) to grant with respect to the Mexican Collateral Trust, constitute valid and enforceable rights as beneficiary in first place (fideicomisario en primer lugar) in favor of the Mexican Collateral Agent (x) with respect to the Trust Agreements (other than the Mexican Collateral Trust and the Colombian Security Trust Agreement) and the Equity Interest Pledge Agreements (other than the Colombian Share Pledge Agreements and the Peruvian Pledge Agreements), constitute valid and enforceable first priority Liens in favor of the respective Collateral Agents or Trustees, as applicable, for the ratable benefit of the Secured Parties a first (Lenders, subject to Permitted Liens) priority security interest in all assets no other Liens (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 the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall than non-consensual Liens permitted by Section 7.01 which do not include a security interest 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 relevant provisions of the Uniform Commercial Codesecure Indebtedness), (cy) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except with respect to the extent that the foregoing are proceeds Colombian Share Pledge Agreements constitute a Lien in respect of Collateral; provided that future assets (bienes futuros) in no event shall any control agreements be required) containing any favor of the foregoingColombian Collateral Agent, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates for the ratable benefit 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 security interest would outweigh the benefit to the Lenders and other assets with respect to the Colombian Commercial Establishment Pledge Agreement, constitute a Lien over commercial establishments denominated “Promotora Médica las Américas” with registration number 21–202703–02 of the Chamber of Commerce of Medellín, “Clínica las Américas” with registration number 21–226323–02 of the Chamber of Commerce of Medellín and “Centro Médico las Américas – Sede City Plaza” with registration number 159880 of the Chamber of Commerce of Aburrá Sur for the ratable benefit of the Lenders (z) with respect to the Peruvian Pledge Agreements pre-constitute a Lien in which it may determine that respect of the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredPeruvian Pledged Shares.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The Company and the Amendment Effective DateGuarantors have agreed to secure, equally and ratably, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as Tranche A Loans and the Administrative Agent may agree) to grant Guarantees by granting to the Collateral Agent for the ratable benefit of the Lenders, the Agent and the Collateral Agent (collectively, the “Secured Parties”), first priority and second priority security interests in certain assets of the Company and certain of the Guarantors (the “Tranche A Collateral”) as evidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to be dated as of the Closing Date (the “Tranche A Security Agreement”), certain landlord and mortgagee waivers described on Schedule 1(b) hereto (the “Landlord Waivers”), and certain mortgages or deeds of trust encumbering all of the real property set forth on Schedule 1(b) hereto, in each case, to be dated the Closing Date (the “Mortgages” and, together with the Tranche A Security Agreement and the Landlord Waivers, the “Tranche A Collateral Documents”). The Company and certain of the Guarantors have agreed to secure, equally and ratably, the Tranche B Loans and the Guarantees by granting to the Collateral Agent for the ratable benefit of the Secured Parties a Parties, first (subject to Permitted Liens) priority security interest interests in all certain assets (including real property of the Company 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 the Borrower and each certain of the Guarantors to(the “Tranche B Collateral” and, at together with the expense Tranche A Collateral, the “Collateral”) as evidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to be dated as of the BorrowerClosing Date (the “Tranche B Security Agreement” and, maketogether with the Tranche A Security Agreement, executethe “Security Agreements” and the Tranche B Security Agreement together with the Tranche A Collateral Documents, 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 “Collateral Documents”). The Company and other assurances or instruments and take such further steps relating the Guarantors party to the Collateral Documents, in their capacity as obligors under the Security Agreements and as mortgagors under the Mortgages, shall be collectively referred to herein 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code“Obligors.”), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the f) The Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Persons as the Administrative Agent may reasonably require. Notwithstanding designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the foregoingArticle 9 Collateral is located, (a) neither at reasonable times and intervals during normal business hours upon reasonable advance notice to the Borrower nor respective Grantor, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 6.10 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other Guarantor shall be obligated hereby to grant a security interest in any asset if matter relating to, the granting of such security interest would result Article 9 Collateral, including, in the violation case of Accounts or Article 9 Collateral in the possession of any applicable law third person, by contacting Account Debtors or regulation, (b) the third person possessing such Article 9 Collateral shall not include for the purpose of making such a security interest 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 verification. Subject to relevant provisions Section 10.07 of the Uniform Commercial Code)Credit Agreement, (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 right to exclude share any information it gains from the Collateral immaterial assets, assets as to which it and the Borrower determine 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, and inspection or verification with any Secured Party. (g) no foreign law At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or pledge agreements other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.03(g) shall be requiredinterpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

Collateral. Effective upon any Subsidiary becoming (a) Each Person that becomes a Guarantor after the Amendment Effective DateIssue Date shall, the Borrower shall cause such Guarantor within fifteen Business Days after becoming subject to any applicable limitation in this Indenture and any Security Document, also become a Guarantor (or such later date as the Administrative Agent may agree) to grant party to the Collateral Agent for applicable Security Documents and, within the benefit of the Secured Parties a first (subject to Permitted Lienstime periods set forth in ‎Section 4.15(b) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of applicable Security Documents, shall as promptly as practicable execute and deliver such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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, conveyancessecurity instruments, financing statements, transfer endorsementsmortgages, powers deeds of attorneytrust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that the Indenture provides may be delivered after the Issue Date (to the extent, certificatesand substantially in the form (as determined by the Company in good faith) delivered on the Issue Date or the date first delivered, reports as applicable (but no greater scope))), with such adjustments as the Company may determine in good faith are appropriate to reflect applicable law and other assurances the terms or instruments 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 take Permitted Liens) in properties and assets that constitute Collateral, as security for such further steps 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, the Security Documents in order to satisfy the Collateral Vessel Requirements, and thereupon all provisions of this Indenture relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby deemed to grant a security interest in any asset if the granting of relate to such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash properties and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except assets to the same extent that and with the foregoing are proceeds of Collateralsame force and effect; provided that in no event shall any control agreements be required) containing any of for as long as the foregoingSenior Secured Credit Facility Obligations are outstanding, 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 canthe Grantors will not be pledged without the consent of one required to take any actions to create 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 perfect any liens unless such actions are required 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 create or perfect liens securing 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, and (g) no foreign law security or pledge agreements shall be requiredSenior Secured Credit Facility Obligations.

Collateral. Effective upon any Subsidiary becoming and that a Guarantor after the Amendment Effective Date, the Borrower security interest shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent attach thereto for the benefit of the Secured Parties a first (subject Mortgagee to Permitted Liens) priority security interest in secure the Obligations and all assets (including real property other sums 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 willcharges which may become due hereunder, and will cause the Borrower and each of the Guarantors 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 thereunder or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding under any of the foregoing, (a) neither other Loan Documents. The Mortgagor hereby authorizes the Borrower nor any other Guarantor shall be obligated hereby Mortgagee to grant a security interest in any asset if file financing and continuation statements with respect to the granting of such security interest would result in Personal Property Collateral without the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions signature of the Uniform Commercial Code)Mortgagor, (c) fee-owned real property having if permitted by the Code as adopted by the State. In any event the Mortgagor covenants to execute such financing and continuation statements as the Mortgagee may reasonably request. If an individual fair market value Event of less than $2,500,000 or aggregate fair market value of less than $10,000,000 Default shall occur and be excluded from continuing, the CollateralMortgagee, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except pursuant 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 appropriate provisions 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 option of proceeding as to exclude both real and personal property in accordance with its rights and remedies in respect of real property under this Mortgage and the law of the State, in which event the default provisions of the Code shall not apply. The Mortgagor agrees that, in the event the Mortgagee shall elect to proceed with respect to the Personal Property Collateral separately from the real property, unless a greater period shall then be mandated by the Code, five (5) days notice of the sale of the Personal Property Collateral immaterial assetsshall be reasonable notice. The expenses of retaking, assets holding, preparing for sale and selling incurred by the Mortgagee shall be assessed against the Mortgagor and shall include, but not be limited to, the reasonable legal expenses incurred by Mortgagee. The Mortgagor agrees that it will not remove or permit to be removed from the Mortgaged Premises any of the Personal Property Collateral without the prior written consent of the Mortgagee except as set forth in Section 2.7.2. All replacements, renewals and additions to which it the Personal Property Collateral shall be and become immediately subject to the security interest of this Mortgage and the Borrower determine provisions of this Article V. The Mortgagor warrants and represents that all Personal Property Collateral now is free and clear of all liens, encumbrances or security interests other than 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 advisablePermitted Encumbrances, and (g) no foreign law that all replacements of the Personal Property Collateral, substitutions therefor or additions thereto, unless the Mortgagee otherwise consents, will be, free and clear of liens, encumbrances or security or pledge agreements shall be requiredinterests of others.

Collateral. Effective upon any Subsidiary becoming In the event the Repo Purchaser and the Indenture Trustees are able to reach agreement as to the market value of such collateral within a Guarantor after the Amendment Effective Datereasonable period of time, the Borrower Repo Purchaser shall cause be authorized to proffer such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date valuations to CMI in an effort to reach consensual agreement with CMI as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit market value of the Secured Parties CBO REIT Stock Collateral and the CBO-1/Nomura Collateral in connection with a first (Repo Disposition pursuant to the Repo Agreement. In the event the Repo Purchaser and the Indenture Trustees are unable to reach agreement on such valuations within a reasonable time, the Repo Purchaser shall forego its efforts to reach consensual agreement with CMI as to the market value of the CBO REIT Stock Collateral and the CBO-1/Nomura Collateral, and the Repo Purchaser shall, instead, proceed to determine the market value of such collateral by the appraisal methodology provided therefore in the Repo Agreement, subject to Permitted Liens) priority security interest in all assets (including real property the following procedures hereby agreed to by the Repo Purchaser, the Note A Indenture Trustee and the Capital Stock Note B Indenture Trustee. The Repo Agreement sets forth a procedure whereby the Repo Purchaser shall select and advise CMI in writing of its Subsidiariesselection of three (3) then designated Qualified CMBS Institutions to determine the valuation of the CBO REIT Stock Collateral and the valuation of the CBO-2 Collateral and the CBO-1/Nomura Collateral held by CBO REIT. Upon receipt of such notification of the designation of such three (3) Qualified CMBS Institutions selected by the Repo Purchaser, CMI is to advise the Repo Purchaser, in writing, of its selection of one (1) of such Guarantor pursuant to documentation three (including related certificates and opinions3) reasonably acceptable to designated Qualified CMBS Institutions, who shall then determine the Administrative Agent. The Borrower will, and will cause the Borrower and each valuation of the Guarantors toCBO REIT Stock Collateral, at the expense CBO-2 Collateral and the CBO-1/Nomura Collateral. In connection with such determination 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. Notwithstanding any valuation of the foregoing, (a) neither CBO REIT Stock Collateral and of the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if respective interests of the granting of such security interest would result Repo Purchaser in the violation of any applicable law or regulation, (b) CBO-2 Collateral and the Note A Indenture Trustee and the Note B Indenture Trustee in the CBO-1/Nomura Collateral shall not include a security interest in any asset if and 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 selection of the Uniform Commercial Code)three (3) Qualified CMBS Institutions for submission to CMI, (c) 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 CollateralRepo Purchaser, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 Note 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 Indenture Trustee and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be required.Note B Indenture Trustee hereby agree as follows:

Collateral. Effective upon any Subsidiary becoming (a) The Obligations and the Hedge Obligations shall be secured by a Guarantor after perfected first priority lien and security interest to be held by the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first Lenders on the Collateral, pursuant to the terms of the Security Documents. The Borrower shall (and, subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock any provisions of any financing to which any Subsidiary is a party or by which a Subsidiary is bound, shall cause its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates comply, in all material respects, with the terms and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code)Security Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, including, without limitation, on account of any and all additional Subsidiaries of Borrower (cand/or intervening Subsidiaries) fee-owned real property having an individual fair market value which shall exist from and after the Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower acquiring or creating any such additional Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) Ownership Interest Pledge the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio SecuritiesDistribution Interest Pledge, or deposit any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent. Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, subject to the provisions of any document evidencing any Indebtedness approved by the Agent to be incurred by such Subsidiary hereunder, Borrower shall cause such Borrower Subsidiary to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge and to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security accounts interest to and in the applicable “Collateral” (except as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (to the extent that the foregoing are proceeds of Collateral; such Ownership Interest Pledge or Distribution Interest Pledge is permitted to be provided that (and/or not prohibited from being provided) as reasonably determined 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 aircraftgood faith), 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon Borrower acknowledges this Note is secured by, in addition to any Subsidiary becoming other collateral, a Guarantor after (Deed of Trust or Mortgage, as applicable), Security Agreement, Financing Statement and Assignment of Rents dated October 22, 2001 (the Amendment Effective Date" "), the Borrower shall cause such Guarantor within fifteen Business Days after becoming by , Inc. to a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit trustee is favor of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including Lender on certain real property commonly known as . The contains the following due on sale provision: "It is expressly acknowledged, covenanted and the Capital Stock of its Subsidiariesagreed that except as may be permitted in this that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other disposition (herein collectively called a "Disposition") of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither all or any portion of the Borrower nor Property or any other Guarantor shall be obligated hereby lease thereof (or any interest therein) which gives the lessee any option to grant a security interest in purchase the Property or any asset if the granting of such security interest would result in the violation of any applicable law part thereof, or regulation, (b) all or any part of the Collateral legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights, remedies and recourses set forth in this upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to exercise its remedies hereunder for a disapproved Disposition shall not include be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall not be construed as a waiver of the provisions hereof with respect to ______ Note any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and discretion, need not be based upon an increased business risk or any other risk, and are an integral and valuable part of the security interest in any asset if given to Lender. Notwithstanding the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts this section, Borrower may sell or applicable law (after giving effect to relevant provisions of otherwise convey the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio SecuritiesProperty, or 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 foregoinginterest therein, 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 Lender provided that all outstanding and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A unpaid amounts of the Code, (e) Secured Obligations [as defined in the pledge ] are fully repaid at the time 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 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, and (g) no foreign law security sale or pledge agreements shall be requiredconveyance."

Collateral. Effective upon any Subsidiary becoming a Guarantor after As security for all indebtedness of Borrower to Bank in connection with Letters of Credit issued (or deemed issued) under the Amendment Effective DateLetter of Credit Line, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to Bank security interests in (i) Borrower’s deposit account *** maintained at Bank (the Collateral Agent for the benefit of the Secured Parties a first “U.S. Deposit Account”), Borrower’s multi-currency account accounts as set forth in Schedule A hereto (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. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent as said Schedule may be supplemented from time to time such schedulestime) and as maintained at Bank’s Cayman Islands branch (the “Multi-currency Accounts”) and Borrower’s investment account *** maintained at Bank (the “Securities Account”), confirmatory assignmentsin each case including renewals thereof, conveyances, financing statements, transfer endorsements, powers together with all proceeds thereof. All of attorney, certificates, reports the foregoing shall be evidenced by and other assurances or instruments and take such further steps relating subject to the Collateral terms of, with respect to the U.S. Deposit Account and Multi-currency Accounts, an Amended and Restated Security Agreement (Deposit Accounts) dated as of April 17, 2009, and with respect to the Administrative Agent may reasonably require. Notwithstanding any Securities Account, a Security Agreement (Securities Account) dated as of March 18, 2008, a Securities Account Control Agreement dated March 18, 2008, and, with respect to all of the foregoing, the Addendum. In addition to the foregoing collateral, Borrower shall, on or before April 30, 2009, cause SunPower Corporation, Systems to pledge to Bank 60% of the stock in SunPower Systems SA (a“SPSA”) neither to secure up to $50,000,000 of the obligations of Borrower nor any other Guarantor hereunder, and, in connection therewith, shall be obligated hereby by said date, deliver to grant Bank such documents as Bank may require *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. to evidence such pledge, to include, without limitation, a security interest legal opinion from Swiss counsel in any asset if form and substance acceptable to Bank. Borrower shall ensure that in the granting event of issuance of additional stock in SPSA, 60% of such security interest would result in additional stock is promptly pledged to Bank.” Borrower shall pay to Bank immediately upon demand the violation full amount of any applicable law or regulationall charges, costs and expenses (b) the Collateral shall not to include a security interest in any asset if the granting fees paid to third parties and all allocated costs 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 CodeBank personnel), (c) fee-owned real property having an individual fair market value of less than $2,500,000 expended or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that incurred by Bank in no event shall any control agreements be required) containing connection with 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 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, and (g) no foreign law security or pledge agreements shall be requiredforegoing security.”

Collateral. Effective upon any Subsidiary becoming Collateral for a Guarantor after the Amendment Effective Date, the loan made by Lender to Borrower shall cause consist of cas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such Guarantor within fifteen Business Days after becoming a Guarantor cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the "Collateral"). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such later date securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Administrative Agent may agree) to grant to the Collateral Agent for the benefit Securities are obligations of the Secured Parties Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness ("Debt Securities"), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the Barclays Global Investors 45 Fremont Street Xxx Xxxxxxxxx, XX 00000 Xxxx: X.O. Box 7101 San Fraxxxxxx, XX 00000-00000. xxxxxxxx xxxxxxx xx xxxx Xxxx Xxxxxxxxxx. Xxx Xxxxxxxxxl shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a first (subject to Permitted Liens) priority continuing 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 willlien upon, and will cause the Borrower and each of the Guarantors or title 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 and shall have right of set-off with respect to all Collateral as to all obligations of Borrower to Lender whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the Administrative Agent may reasonably require. Notwithstanding any of unqualified right to sell, transfer, assign or pledge the foregoingcollateral which will become Collateral and that such collateral, (a) neither the Borrower nor any other Guarantor shall upon delivery to Lender, will be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation free of any applicable law lien, claim or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredencumbrance.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The security interests in the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Collateral granted to Administrative Agent may agree) to grant pursuant to the Collateral Agent for Documents (a) constitute as to personal property included in the benefit of Collateral the Secured Parties a first priority security interest (subject to Permitted Liens) priority security interest in all assets purported to be created under such Collateral Document, and (including real property b) are, as to Collateral which can be perfected by the proper filing of a UCC financing statement, superior and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable 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 for Permitted Liens. All such action as is necessary in accordance with the Collateral Documents has been taken to establish and perfect Administrative Agent’s or the Depositary’s rights in and to, and first priority Lien on, subject to Permitted Liens, the Collateral, including any recording, filing, registration, giving of notice, granting of control or other similar action. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Collateral Documents relating to the Collateral as and the Administrative Agent may reasonably requirefinancing statements relating thereto have been or contemporaneously with the execution hereof will be duly filed or recorded in each office and in each jurisdiction where required in order to create, perfect and maintain perfected the first Lien (subject to Permitted Liens) and security interest described above. Notwithstanding any The Lien of each Mortgage constitutes a valid and subsisting Lien of record on all the Mortgaged Property described in such Mortgage (subject to Permitted Liens). No filing, recording, re-filing or rerecording other than those listed in Exhibit E-11 is necessary to perfect and maintain the perfection and priority of the foregoinginterest, (a) neither the Borrower nor any other Guarantor shall be obligated hereby title or Liens referred to grant a security interest in any asset if the granting of such security interest would result this Section 4.26 relating to personal property set forth in the violation of any applicable law Collateral Documents, and on or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except prior 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 Financial Closing Date all such filings or recordings (other than any corporate aircraft)those that are required to be made only at a later date, interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without are so indicated on Exhibit E-11) will have been made. No filing or recording other than the consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A recording of the Codeapplicable Mortgages with the county recorder of Xxxxxxx, (e) the pledge Xxxxxxxx and Wyoming Counties of the Capital Stock State of Foreign Subsidiaries shall be limited New York is necessary to 65% of create the Capital Stock of material first-tier Foreign Subsidiariesinterest, (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 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 advisabletitle or Liens on all Mortgaged Property subject thereto, and (g) no foreign law security on or pledge agreements shall immediately after the Financial Closing Date, such filing will be requiredmade.

Collateral. Effective upon All obligations of the Borrower and the Guarantors to the DIP Agent and the DIP Lenders under the DIP Facility, including, without limitation, all principal and accrued interest, premiums (if any), costs, fees, expenses, disbursements, reimbursement obligations, indemnities and any Subsidiary becoming a Guarantor after and all other amounts due or payable under the Amendment Effective DateDIP Facility (collectively, the Borrower “DIP Obligations”), shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first be secured (subject to Permitted the Carve Out) by continuing, valid, binding, enforceable, non-avoidable, and automatically and fully and properly perfected liens and security interests (such liens and securing interests securing the DIP Obligations, collectively, the “DIP Liens”) priority security interest in all assets DIP Collateral (including real property and as defined below) on 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 the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, following basis: (a) neither pursuant to Bankruptcy Code §364(c)(2), the Borrower nor any other Guarantor DIP Liens shall be obligated hereby have first-priority with respect to grant a all DIP Collateral that is not subject to another valid, perfected, enforceable and non-avoidable lien or security interest in any asset if as of the granting of Petition Date (such security interest would result in DIP Collateral, the violation of any applicable law or regulation, “Unencumbered Assets”); and (b) pursuant to Bankruptcy Code §364(c)(3) and §364(d)(1), the DIP Liens on all DIP Collateral other than Unencumbered Assets shall not include rank: (x) junior only to valid, unavoidable and enforceable liens or security interests on such DIP Collateral existing on the Petition Date (other than a security interest in any asset if lien securing the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law Existing Term Loans) which are (after giving effect to relevant provisions A) fully and properly perfected as of the Uniform Commercial CodePetition Date to the extent required by Bankruptcy Code §546(b) or (B) perfected subsequent to the Petition Date, in the manner and to the extent permitted by Bankruptcy Code §546(b), (c) 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 Collateralin each case, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except solely to the extent that such liens and security interests are permitted to be senior to the foregoing DIP Liens on such DIP Collateral pursuant to the DIP Orders (“Permitted Prior Liens”); and solely with respect to any assets that are proceeds of or would constitute ABL Priority Collateral; provided that , the liens thereon securing the ABL Credit Agreement and the adequate protection liens granted under the DIP Orders in no event shall any control agreements be required) containing any favor 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 ABL Credit Agreement in ABL Priority Collateral (other than any corporate aircraft“ABL Priority Liens”), 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 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, and (g) no foreign law security or pledge agreements shall be required.; and

Collateral. Effective upon (a) Except for the security interest created by the Collateral Documents, each Credit Party owns the Collateral owned by such Credit Party free and clear of any Subsidiary becoming a Guarantor after Lien other than Permitted Liens. (b) The execution and delivery of the Amendment Effective DateCollateral Documents by Credit Parties, together with (i) the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (actions taken on or such later date as the Administrative Agent may agree) to grant prior to the Closing Date pursuant to Section 3 and Section 5 and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered in accordance with the requirements of the applicable Collateral Documents) are effective to create in favor of Collateral Agent for the benefit of the Secured Parties Parties, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a first valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority Lien status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and other filings contemplated to be made on the Effective Date which have been delivered to Collateral Agent for filing (subject to Permitted Liens) priority security interest but not yet filed), the filing of any Mortgages, the periodic filing of UCC continuation statements in all assets (including real property respect of UCC financing statements filed by or on behalf of Collateral Agent and the Capital Stock entering into of its Subsidiariesany deposit account and securities account control agreements. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of such Guarantor the Liens purported to be created in favor of Collateral Agent, for the benefit of Secured Parties, pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, Collateral Documents or (aii) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation exercise by Collateral Agent of any applicable law rights or regulation, remedies in respect of any Collateral (b) whether specifically granted or created pursuant to any of the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited Documents or created or provided for by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Codelaw), (c) fee-owned real property having an individual fair market value except for filings or recordings contemplated by this Section 4.13 and except for consents referred to in Sections 4.4 and 4.5 and except as may be required, in connection with the disposition of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the any Pledged Collateral, by laws generally affecting the offering and sale of securities and except as may be required in connection with the foreclosure of any Mortgage. (d) Except such as may have been filed in favor of Collateral Agent, for the benefit of Secured Parties, as contemplated by this Section 4.13 or have been filed in connection with Permitted Liens, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral shall not include cash is on file in any filing or recording office and cash equivalents, accounts receivable (ii) no effective filing covering all or Portfolio Securities, or 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 part 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 Collateral which is wholly exempt from Intellectual Property is on file in the taxes imposed by subtitle A of United States Patent and Trademark Office or 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 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, and (g) no United States Copyright Office or any similar foreign law security or pledge agreements shall be requiredstate office.

Collateral. Effective upon Payment hereof is secured by one hundred percent (100%) of the common stock of C.X. Xxxxxxxx Retreading Company, Inc. being purchased by Maker hereunder and including all common or preferred stock or equity instrument of any Subsidiary becoming a Guarantor kind or manner, including but not limited to stock, warrants, options and convertible note, issued by C. X. Xxxxxxxx Retreading Company, Inc. (the “CTR shares”) after the Amendment Effective Date, date of this Note as specified in the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor Stock Purchase Agreement (or such later date as the Administrative Agent may agree“SPA”) to grant signed on this same date. The CTR shares being purchased hereunder have been delivered to the Collateral Designated Agent for under the benefit SPA and will remain in the Agent’s possession until payment in full of the Secured Parties a first (subject Note and notification by Lender or Holder to Permitted Liens) priority security interest in all assets (including real property and return the Capital Stock of its Subsidiaries) of such Guarantor pursuant CTR shares to documentation (including related certificates and opinions) reasonably acceptable to the Administrative AgentMaker. The Borrower will, and will Maker shall not authorize or vote its shares in favor of any action that would cause the Borrower and each any dilution of the Guarantors 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 CTR Shares through any common or instruments and take such further steps relating to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation preferred stock or equity instrument of any applicable law kind or regulationmanner, including but not limited to stock, warrants, options or convertible note, to be issued by C. X. Xxxxxxxx Retreading Company, Inc. Payment hereof is secured by a Second Deed of Trust, Security Agreement and Financing Statement of even date herewith executed by the Maker hereof to Mxxxxxxxxx Sxxxxxxxx, PLLC, Trustee, a copy of which is attached hereto as Appendix A (b) the Collateral shall not include a security interest in any asset if the granting “Deed 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 CodeTrust”), (c) fee-owned secured by the real property having an individual fair market value estate described in said Deed of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 Trust. The Note is wholly exempt from the taxes imposed further secured 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 security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking Maker’s grant of a security interest, secondary to the security interest would not be advisableof First State Bank of Rice, in the following: Refurbished Mxxxx Xx 00X (x 00XX) Xxxx-Xxxxx Shredder complete with the following design features and specifications: Infeed opening: 63"x79"; feed hxxxxx (gstandard); l50HP hydraulic drive motor; 150HPelectric hydraulic power supply; 20" diameter solid steel rotor; 30 mm alloy steel wear-resistant cutters; Bolt-on cutter blade holders; 20HP hydraulic power supply for deed ram (integral to 150HP HPU); discharge screen (5/8" - 3/4"); variable ram speed control (amperage load proportional); control/MCC Panel; operations/maintenance manuals (2) no foreign law security or pledge agreements shall be requiredand all after acquired equipment all as more fully described in the UCC-1 Financing Statement, attached Appendix B hereto which is based on Exhibit B-1 to the SPA.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The Obligations shall be secured to the Amendment Effective Dateextent provided herein and in the Collateral Documents by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Borrower shall cause and the Guarantors in all capital stock and other equity interests held by such Person in each of its Domestic Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Guarantor within fifteen Business Days after becoming a Guarantor in all personal property, fixtures, and to the extent provided in Section 4.3 hereof, real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (or such later date as i) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent may agreeor the Required Lenders, Liens on local xxxxx cash deposit accounts maintained by the Borrower and the Guarantors in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $1,000,000 in the aggregate and Liens on payroll, withholding tax, or tax trust or fiduciary accounts maintained by the Borrower and the Guarantors need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll liabilities, payroll taxes or other wage and benefit liabilities, (ii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to grant a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $1,000,000 in the aggregate and (iii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens are not required to be granted or perfected on (A) Property of the Borrower and the Guarantors (other than Property which is being pledged pursuant to the Security Agreement) located outside of the United States of America or Property as to which the grant or perfection of a Lien thereon would not be governed by the laws of the United States of America or any State thereof, provided that the aggregate net book value of such Property at any one time not so encumbered does not exceed $1,000,000 in the aggregate and (B) goods in transit outside of the United States of America in the ordinary course of business. The Borrower and the Guarantors acknowledge and agree that each Lien on the Collateral shall be granted by the Borrower and the Guarantors to the Administrative Agent for the benefit of the holder of the Obligations (or, to the extent contemplated by the Intercreditor Agreement, to the First Lien Agent for the benefit of the Secured Parties Parties) and shall be a first (valid and perfected Lien subject only to Permitted Liens) priority security interest Liens permitted by Section 8.8 hereof, in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor each case pursuant to documentation (including related certificates one or more Collateral Documents from such Persons, each in form and opinions) reasonably acceptable substance satisfactory to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming The Obligations shall be secured by (i) a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (perfected first priority lien or such later date as the Administrative Agent may agree) security title and security interest to grant to the Collateral be held by Agent for the benefit of Lenders in the Secured Mortgaged Properties and certain personal property of Loan Parties related to the Mortgaged Properties, pursuant to the terms of the Security Deeds, (ii) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Leases pursuant to the Security Deeds and the Assignment of Leases and Rents, in the Mineral Rights Leases pursuant to 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 CREDO Exploration Program Ltd. - 1979) pursuant to the Pledge and Security Agreement, provided that in the event a pledge of 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 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 applicable Majority-Owned Joint Venture or pursuant to any other agreement, neither such Equity Interests nor any rights to any distributions shall be included as Collateral, (vi) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the SIDR Reimbursements pursuant to the Assignment of SIDR Reimbursements, (vii) the Security Deeds covering Oil & Gas Properties required pursuant to § 5.8(a); and, and (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) priority security interest . The Loan Parties agree that all existing and thereafter acquired Timberland and High Value Timberland shall be included in all assets (including real property the Mortgaged Properties except for Real Estate distributed as part of the TEMCO Investment and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative as otherwise agreed by Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall Any Real Estate constituting Entitled Land Under Development must be obligated hereby to grant a security interest in any asset if the granting of such security interest would result included in the violation of any applicable law or regulation, (b) Mortgaged Properties in order to be included in the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredBorrowing Base Assets.

Collateral. Effective upon any Subsidiary becoming (a) 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 Guarantor after the Amendment Effective Datecurrency other than U.S. Dollars, the Borrower Collateral shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest be in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) an amount reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each REI in excess of the Guarantors tomaximum 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 such maximum limit. In cases where the 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 be the reasonably anticipated exposure of the Applicable REI Party at the expense time Resources is required to provide the Collateral; provided that the amount of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent Collateral shall be reviewed from time to time and any excess will be returned to, and any shortfalls will be replenished by, Resources within three business days of notice of such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers excess or shortfall. In cases where there is no open transaction secured by the Remaining Credit Support Arrangement (regardless of attorney, certificates, reports and other assurances whether or instruments and take not such further steps relating 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 Collateral as foregoing fact, together with its written undertaking to take no action, including engaging in further transactions with the Administrative Agent may reasonably require. Notwithstanding any beneficiary of the foregoingapplicable Remaining Credit Support Arrangement, (a) neither that could increase the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of Applicable REI Party's exposure under such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredRemaining Credit Support Arrangement.

Collateral. Effective upon any Subsidiary becoming The Obligations shall be secured by (i) a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (perfected first priority lien or such later date as the Administrative Agent may agree) security title and security interest to grant to the Collateral be held by Agent for the benefit of Lenders in the Secured Mortgaged Properties and certain personal property of Loan Parties related to the Mortgaged Properties, pursuant to the terms of the Security Deeds, (ii) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Leases pursuant to the Security Deeds and the Assignment of Leases and Rents, in the Mineral Rights Leases pursuant to the Assignment of Mineral Rights Leases, and in the Timber Purchase Agreement pursuant to the Collateral Assignment of Timber Purchase Agreement, (subject iii) a perfected first priority security interest to Permitted Liensbe 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, (iv) a perfected first priority pledge of and security interest in all assets (including real property issued and outstanding Equity Interests held by any Loan Party in another Loan Party or in any Joint Venture pursuant to the Capital Stock Pledge and Security Agreement, provided that in the event a pledge of its Subsidiaries) or security interest in such Equity Interests in any Joint Venture pursuant to the Pledge and Security Agreement is not permitted under the Organizational Documents of the applicable Joint Venture or pursuant to any other agreement, then such security interest shall be limited to an assignment of such Guarantor Loan Party’s rights to any distributions made or to be made by such Joint Venture in favor of Agent for the benefit of Lenders pursuant to documentation (including related certificates and opinions) reasonably acceptable the Assignment of Rights to the Administrative Agent. The Borrower willJoint Venture Distributions, such Equity Interests or rights shall not be included as Collateral, and will cause (v) such additional collateral, if any, as the Borrower Loan Parties may agree to grant and each Agent for the benefit of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent Lenders from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports may accept as security for the Obligations. The Loan Parties agree that all existing and other assurances or instruments thereafter acquired Timberland and take such further steps relating to High Value Timberland shall be included in the Collateral Mortgaged Properties except for Real Estate distributed as the Administrative Agent may reasonably require. Notwithstanding any part of the foregoing, (a) neither TEMCO Investment and as otherwise agreed by Agent. All Borrowing Base Assets other than the Borrower nor any other Guarantor Mineral Business shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result included in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset Mortgaged Properties if the granting of Borrower elects to secure all such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect Borrowing Base Assets pursuant to relevant provisions of the Uniform Commercial Code§9.2(b), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor not take any action (nor permit or such later date as the Administrative Agent may agree) to grant consent to the Collateral Agent for taking of any action) which might reasonably be anticipated to impair the benefit value of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Collateral or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, rights of Agent or Lenders in the Collateral. Borrower shall not (i) modify or amend any of the Pledged Documents without Agent's prior written consent except that Borrower shall be permitted to modify up to 15% of the Notes Receivable which are to be pledged to Agent by reducing the interest rate charged and/or extending the term of the Notes Receivable beyond 84 months so long as (a) neither the Borrower nor any other Guarantor no Financed Notes Receivable shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, have been modified more than two times; (b) the Collateral shall not include all Financed Notes Receivable have a security weighted average interest in any asset if the granting rate 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), 13.75%; (c) 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 Collateral, no term exceeds 120 months; (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds no more than 10% of Collateralall Financed Notes Receivable have a term exceeding 84 months; 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 65at such time as 10% of the Capital Stock of material first-tier Foreign Subsidiaries, Financed Notes Receivable constitute Notes Receivable which have been modified as permitted hereunder any additional modified Notes Receivable to be pledged to Agent shall be subject to the further requirement that the Purchasers under such modified Notes Receivable to be pledged to Agent shall have made three timely and consecutive monthly payments; (f) no additional modified Notes Receivable shall be pledged to Agent after the Administrative Agent shall have expiration of the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets Revolving Period except in which it may determine that the taking replacement of a security interest would not be advisable, and modified Financed Note Receivable which has become ineligible; (g) no foreign law security or pledge agreements unmodified Financed Note Receivable which becomes ineligible may be replaced with a modified Note Receivable, (h) any partial prepayments of the Loan shall be requireda pro rata prepayment with respect to modified and unmodified Financed Notes Receivable, and (i) there shall be no limit on assumptions of Notes Receivable provided the purchaser has made a 10% down payment or (ii) grant extensions of time for the payment of, compromise for less than the full face value, release in whole or in part any Purchaser liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Collateral or any instrument or document representing the Collateral.

Collateral. Effective upon With respect to any Subsidiary becoming a Guarantor after the Amendment Effective DateLoan, the Borrower shall cause Pledged ABS to be delivered to, and held by, MLMCI or its bailee. EXHIBIT E ONYX ACCEPTANCE CORPORATION 8001 XXXXXX XXXXXX XXXXX XXXXX XXXXX XXXXXX, XXXXXXXXXX 00000 February __, 1998 Merrxxx Xxxcx Xxxtgage Capital Inc. Merrxxx Xxxcx Xxxld Headquarters World Financial Center Nortx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xentlemen: This letter will confirm that Onyx Acceptance Corporation, a Delaware corporation ("Guarantor"), agrees to absolutely and unconditionally guaranty to Merrxxx Xxxcx Xxxtgage Capital Inc. and any of its affiliates (collectively, the "Beneficiary"), the full and prompt payment and performance of the obligations, undertakings and liabilities of Onyx Acceptance Funding Corporation, a Delaware corporation ("Assignor"), arising under the terms and provisions of a Master Assignment Agreement (the "Agreement"), dated as of February 4, 1998 by and between Assignor and Merrxxx Xxxcx Xxxtgage Capital Inc. ("MLMCI"), in an amount not to exceed 10% of the aggregate outstanding amount owed by Assignor to MLMCI under the Agreement (such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date obligations, undertakings and liabilities are herein referred to as the Administrative Agent may agree) "Guarantied Obligations"). Guarantor hereby expressly consents to grant any amendment to the Collateral Agent Agreement as may be agreed upon by Assignor and MLMCI and waives notice of any such amendment. A copy of the Agreement is attached hereto as Exhibit A. Capitalized terms used and not otherwise defined herein shall have the meanings assigned in the Agreement. Guarantor hereby represents and warrants to you that Assignor is a direct or an indirect wholly-owned subsidiary of Guarantor. Guarantor hereby agrees that if Assignor shall fail at any time to make due and punctual payment to the Beneficiary of any Guarantied Obligation or if Assignor shall fail at any time to perform any other Guarantied Obligation to the Beneficiary, Guarantor will forthwith pay such amount and perform such obligation without demand therefor. Guarantor covenants and agrees to immediately notify MLMCI if a representation, warranty or covenant of Assignor under Agreement has been breached or if an Event of Default shall have occurred. Guarantor, to the extent consistent with applicable law, hereby waives any requirement that the Beneficiary take legal action against Assignor before enforcing this guaranty; agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Guarantied Obligations or the dissolution, liquidation, reorganization or other change regarding the Assignor or the Assignor seeking protection, or having a case or proceeding commenced against it, under any law for the benefit protection of debtors or creditors; waives diligence, presentment, demand for payment or performance, protest or notice or other formality of any kind whatsoever; waives filing of claims with any court in case of the Secured Parties a first (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. The Borrower willinsolvency, and will cause the Borrower and each reorganization or bankruptcy of the Guarantors toAssignor; waives any fact, at event or circumstance that might otherwise constitute a legal or equitable defense to or discharge of Guarantor, including (but without typifying or limiting this waiver) failure by the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver Beneficiary 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant perfect a security interest in any asset if the granting of such security interest would result in the violation collateral securing performance of any applicable law Guarantied Obligation and any delay by the Beneficiary in exercising any of its rights hereunder, Guarantor covenants that this guaranty will not be discharged except by full and final payment and performance to the Beneficiary of all Guarantied Obligations incurred while it is effective, and agrees that this guaranty shall continue to be effective or regulation, be reinstated (bas the case may be) if at any time all or any part of any payment or interest thereon or other performance by Assignor is avoided or must otherwise be restored by the Collateral shall not include a security interest in Beneficiary. Guarantor hereby further consents to any asset if the granting renewal or modification of such security interest would be prohibited by enforceable anti-assignment provisions of contracts any Guarantied Obligation or applicable law (after giving effect to relevant provisions any extension of the Uniform Commercial Code)time within which such is to be performed and to any other indulgences, (c) fee-owned real property having an individual fair market value whether before or after the date of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except this guaranty. Guarantor agrees 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, letterpay on demand all out-of-credit rights, leasehold real property, motor vehicles pocket expenses (including legal fees and other assets subject to certificates disbursements) incurred by the Beneficiary in connection with the enforcement and protection 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 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, and (g) no foreign law security or pledge agreements shall be requiredits rights hereunder.

Collateral. Effective upon any Subsidiary becoming a Guarantor No later than 30 days after the Amendment Effective Closing Date, the Borrower Company (i) shall grant and cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) each of its Subsidiaries to grant to the Collateral Agent Agent, for the prorata benefit of the Secured Parties a first (Banks, as security for the Obligations, and subject to Permitted Liens) priority , a first lien upon and security interest in all of the assets of every description (including real property whether now or hereafter existing or acquired) of the Company and the Capital Stock of its Subsidiaries, and (ii) of such Guarantor pursuant at its expense, execute and deliver and cause to documentation (including related certificates be executed and opinions) reasonably acceptable delivered to the Administrative Agent. The Borrower willAgent such security agreements, and will cause the Borrower and each of the Guarantors topledge agreements, 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, UCC financing statements, transfer endorsementsstock or bond powers, powers waivers and consents, opinions of attorney, certificates, reports counsel and other assurances documents as the Agent or instruments the Required Banks shall request (collectively, "Collateral Documents"), and take such further steps relating to the Collateral action as may be required under applicable law, or as the Administrative Agent or the Required Banks may reasonably requirerequest, in order to grant, preserve, protect and perfect the validity and first priority of the security interests created pursuant to such Collateral Documents; it being understood, that the grant of such lien and security interest shall only be effective on the occurrence of the earlier of (a) Default or Event of Default or (b) Trigger Event (the date of such effectiveness is hereinafter referred to as the "Attachment Date"). Notwithstanding any of the foregoing, (aA) neither the Borrower nor any other Guarantor Company shall not be obligated hereby required to grant or cause any of its Subsidiaries to grant to the Agent a lien upon or security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulationreal property (except, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Codehowever, insofar as personal property constitutes fixtures), (cB) fee-owned real property having an individual fair market value of less than $2,500,000 no UCC financing statements, security agreements or aggregate fair market value of less than $10,000,000 other Collateral Documents shall be excluded from filed or made of record before the CollateralAttachment Date (but shall be filed and made of record on or after the Attachment Date as the Agent shall determine; the Agent shall give notice of such filing to the Company, but the failure to give such notice shall not affect the validity or effectiveness of such filing) and (dC) the Collateral Company shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 make disclosure of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles grant of liens and other assets subject to certificates of title (other than any corporate aircraft), security 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 conditions of their effectiveness pursuant to this Section 7.15 in its filings with the cost of obtaining SEC and in its financial statements, and, additionally, in other public documents where such security interest disclosure is required or where its omission 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, and (g) no foreign law security or pledge agreements shall be requiredmisleading.

Collateral. Effective upon The Notes and the Guaranty Agreements will be secured pursuant to and entitled to all of the applicable benefits of the Security Documents. In the event that at any Subsidiary becoming a Guarantor time after the Amendment Effective DateDate (a) the Parent shall have maintained an Acceptable Rating at all times during each of its two previous fiscal quarters in respect of the long-term, senior unsecured Debt of the Issuer and (b) Total Debt, determined as of the end of each of the four most recently ended fiscal quarters of the Parent, does not exceed two hundred fifty percent (250%) of EBITDA for the period of four consecutive fiscal quarters of the Parent ended at the end of each of such four most recently ended fiscal quarters of the Parent, the Borrower Parent may give written notice to each holder of Notes (which notice shall cause include copies of the letters to the Parent from Standard & Poor's or Moody's evidencing that such Guarantor within fifteen Acceptable Rating is in full force and effect and has been in full force and effect at all times during each of the two previous fiscal quarters of the Parent immediately preceding the date of such notice) requesting that the holders of the Notes agree not to direct the U.S. Collateral Trustee or the Canadian Collateral Trustee to enforce any of the provisions of the Security Documents, commencing on a date specified in such notice (the "COLLATERAL SUSPENSION DATE") that is not less than ten (10) Business Days after becoming a Guarantor (the date of such notice. The holders of the Notes agree not to direct the U.S. Collateral Trustee or such later date as the Administrative Agent may agree) Canadian Collateral Trustee to, and the holders of the Notes shall not, take any action to grant enforce or to exercise any rights or remedies under or in respect of any of the provisions of the Security Documents for the period commencing on the Collateral Agent for Suspension Date and ending on the benefit earliest date on which the Collateral Suspension Conditions shall not continue to be satisfied (the "COLLATERAL SUSPENSION PERIOD"), provided that the holders of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Notes, the U.S. Collateral Trustee and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates Canadian Collateral Trustee shall have received an officer's certificate, executed by a Senior Officer and opinions) reasonably acceptable to dated the Administrative Agent. The Borrower willCollateral Suspension Date, and will cause the Borrower and specifying that each of the Guarantors to, applicable Collateral Suspension Conditions are satisfied as of such date. If at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from any 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 after the Collateral as the Administrative Agent may reasonably require. Notwithstanding Suspension Date any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral Suspension Conditions shall not include a security interest in any asset if the granting of such security interest would continue to be prohibited by enforceable anti-assignment provisions of contracts or applicable law satisfied (after giving effect to relevant provisions of the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less other than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, clause (d) in the definition of "Collateral shall not include cash and cash equivalentsSuspension Conditions"), accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds agreement of Collateral; provided that the holders of the Notes not to so direct the U.S. Collateral Trustee or the Canadian Collateral Trustee, and to not take any such action, shall no longer be in no event effect and the holders of the Notes shall be free to so direct the U.S. Collateral Trustee and the Canadian Collateral Trustee to take any control agreements be required) containing and all permitted actions under any of the foregoing, other assets requiring perfection through control agreements, letter-Security Documents and to take any actions permitted to be taken by the Noteholders thereunder. The provisions 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after Except for the Amendment Effective Dateassets subject to the Fairway Release, the Borrower Amended Credit Agreement shall cause such Guarantor within fifteen Business Days after becoming be secured by a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first (subject to Permitted Liens) priority security interest in all the assets (including real property and currently securing 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 willExisting Credit Agreement, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoingincluding, (a) neither substantially all personal property of the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if and the granting of such security interest would result in the violation of any applicable law or regulationGuarantors, (b) the Collateral shall not include a security interest 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 relevant provisions certain material real estate interests of the Uniform Commercial Code)Borrower and the Guarantors, (c) 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 Collateralequity interests in the Borrower and MCC, and (d) the FMO Pledge, provided, however, that the FMO Pledge shall only secure the obligations under the Tranche A Term Loans (collectively, the “Collateral”). No other liens shall exist on the Collateral other than (i) customary permitted liens as currently permitted under the Existing Credit Agreement, and (ii) with respect to a portion of the Collateral owned by the Borrower and its Subsidiaries that are Guarantors, a second priority security interest that may be granted to secure (i) $100,000,000 principal amount of New Notes proposed to be issued in exchange for the Existing Notes and (ii) on and after the issuance of the New Notes, the Tranche B Term Loans (which loans shall cease at such time to be secured by the Collateral that secures the outstanding obligations under the Amended Credit Agreement). Upon the occurrence of an Event of Default (as defined below), New Agent may foreclose on the Collateral, except that New Agent shall not include cash foreclose on the Collateral of MCC and cash equivalentsits subsidiary Guarantors until the earliest to occur of (a) the Borrower failing to make any interest payment required under the Amended Credit Agreement, accounts receivable (b) from and after the date that is seven (7) months after the Closing Date (as defined below), any Event of Default shall occur and/or be continuing, (c) MCC or Portfolio Securitiesany of its subsidiaries shall commence a voluntary case under the Bankruptcy Code or file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or deposit composition or security accounts readjustment of debts, and (except d) a proceeding shall be commenced against MCC or any of its subsidiaries with or without such entity’s consent, in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding shall continue undismissed for a period of 60 or more days. Any event described in clauses (a) through (d) shall be referred to as an “MCC Foreclosure Event.” FMO Pledge: Outdoor Holding shall pledge its entire equity interest in FMO (representing a 32% interest) to New Agent for the exclusive benefit of the New Agent and the Tranche A Term Loan Lenders. Without limiting the other remedies available upon the occurrence of an event of default or an MCC Foreclosure Event, New Agent may foreclose on the FMO Pledge upon the occurrence of an MCC Foreclosure Event.. The debt shall be discharged 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 fair market value realized by the Tranche A Term Loan Lenders 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 respect of the Code, (e) assets securing 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 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, and (g) no foreign law security or pledge agreements shall be requiredFMO Pledge.

Collateral. Effective upon The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (but only, in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any Subsidiary becoming a Guarantor after case to Liens permitted by Section 6.15 hereof. Without limiting the Amendment Effective Dategenerality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Guarantor to the extent, and within fifteen Business Days after becoming such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Guarantor Foreign Subsidiary shall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, Mortgage Instruments, control agreements, blocked account agreements and pledge agreements are required to be delivered hereunder until March 31, 2010 or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiariesreasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by March 31, 2010 or such later date shall constitute a Default under Section 7.3) of such Guarantor pursuant with respect to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest Mortgaged Properties on the Closing Date in any asset if the granting case of such security interest would result in the violation of any applicable law or regulation, amendments and supplements and (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 equity interests in each Foreign Subsidiary in the case 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 such pledge agreements; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh the benefit to the Lenders amendments, supplements and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredas soon as practicable after the Closing Date.

Collateral. Effective upon (b) Subject to any Subsidiary becoming transfers made in compliance with the Credit Agreement, each Grantor shall, at its own expense, take any and all actions necessary to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement. (c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument in excess of $250,000, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, duly endorsed in a Guarantor manner reasonably satisfactory to the Collateral Agent. Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item of a Grantor that may, in the Collateral Agent's judgment, constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 30 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any material inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct in all material respects with respect to such Collateral within 30 days after the Amendment Effective Datedate it has been notified by the Collateral Agent of the specific identification of such Collateral. (d) Subject to and in accordance with the provisions of Section 5.07 of the Credit Agreement, the Borrower shall cause Collateral Agent and such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date persons as the Administrative Collateral Agent may agreereasonably designate shall have the right, at the Grantors' own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to grant discuss the Grantors' affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or other Article 9 Collateral in the possession of any third person, by contacting Account Debtors (only upon the occurrence and during the continuance of an Event of Default) or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party. (e) At its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents. (f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the ratable benefit of the Secured Parties a first (subject Parties. Such assignment need not be filed of public record unless necessary to Permitted Liens) priority continue the perfected status of the security interest in against creditors of and transferees from the Account Debtor or other person granting the security interest. (g) Each Grantor shall remain liable to observe and perform all assets (including real property the conditions and the Capital Stock of its Subsidiaries) of such Guarantor pursuant obligations to documentation (including related certificates be observed and opinions) reasonably acceptable to the Administrative Agent. The Borrower willperformed by it under each contract, and will cause the Borrower and each of the Guarantors 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 agreement or instruments and take such further steps instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral as Agent and the Administrative Agent may reasonably requireSecured Parties from and against any and all liability for such performance. Notwithstanding any (h) None of the foregoingGrantors shall make or permit to be made an assignment, (a) neither pledge or hypothecation of the Borrower nor Article 9 Collateral or shall grant any other Guarantor shall be obligated hereby to grant a security interest Lien in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions respect of the Uniform Commercial Code), (c) 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 Article 9 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 as permitted 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 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, and (g) no foreign law security or pledge agreements shall be required.Section 6.02

Collateral. Effective Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to xxxxx x Xxxx hereunder, free and clear of any Subsidiary becoming and all Liens except Permitted Liens. 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 Guarantor after perfected security interest therein, pursuant to the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agreeterms of Section 6.6(b) to grant the extent required under Section 6.6(b) hereof. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate, locations disclosed to Bank pursuant to Section 7.2, and locations of Experimental Compounds in the ordinary course of business in connection with clinical trials. None of the components of the Collateral Agent shall be maintained at locations other than: (i) locations as provided in the Perfection Certificate, (ii) locations as permitted pursuant to Section 7.2, (iii) locations of mobile equipment, including phones, tablets and computers with employees and consultants in the ordinary course of business, (iv) locations where Collateral may be temporarily located for sales, testing or demonstration purposes in the benefit 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 Secured Parties a first (subject Intellectual Property which it owns or purports 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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, own except for (a) neither the Borrower nor any other Guarantor shall be obligated hereby non-exclusive licenses granted to grant a security interest in any asset if the granting of such security interest would result its third parties in the violation ordinary course of any applicable law or regulationbusiness, (b) over-the-counter software and software that is commercially available to the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code)public, (c) 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 Collaterallicenses that are disclosed in writing to Bank pursuant to Section 6.7(b), (d) material Intellectual Property licensed to Borrower and noted on the Collateral shall not include cash Perfection Certificate, and cash equivalents(e) immaterial Intellectual Property licensed to Borrower in the ordinary course of business. To the best of Borrower’s knowledge, accounts receivable each Patent (other than patent applications) which it owns or Portfolio Securitiespurports 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 deposit purports to own and which is material to Borrower’s business has been judged invalid or security accounts (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 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 security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest claim would not reasonably be advisableexpected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, and (g) no foreign law security or pledge agreements shall be requiredBorrower is not a party to, nor is it bound by, any Restricted License.

Collateral. Effective upon The Borrower will cause, and will cause each other Credit Party to cause, such of its owned Property (but in any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agreeevent excluding real property) to grant that constitutes Collateral pursuant to the Collateral Documents to be subject at all times to Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties a first (Obligations, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens) priority security interest in all assets (including real property Liens permitted by Section 6.15 hereof; provided, however, that the Borrower and the Capital Stock other Credit Parties shall not be required to comply with the terms of its Subsidiaries) the Federal Assignment of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable Claims Act in connection with their pledge of any Collateral to the Administrative Agent. The 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 foregoing, the Borrower will, and will cause the Borrower and each Applicable Pledge Percentage of the Guarantors 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 required to pledge (A) the equity interests of Roto-Rooter of Canada, Ltd., VNF, or any Rabbi Trust or Rabbi Trust Subsidiary (B) more than 40% of the equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of Complete Plumbing Services Inc., or (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; 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, at the expense of the Borrowergrant a security interest in, make, execute, endorse, acknowledge, file and/or pledge or deliver to any non-Credit Party those equity interests that are not pledged or delivered to the Administrative Agent from time pursuant to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers this Section 6.25; and (ii) no pledge agreement in respect of attorney, certificates, reports and other assurances or instruments and take such further steps relating the equity interests of a Foreign Subsidiary shall be required hereunder to the Collateral 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 grant a security interest in any asset if the granting of extent such security interest would result in the violation of any pledge thereunder is prohibited by applicable law or regulation, (b) its counsel reasonably determines that such pledge would not provide material credit support for the Collateral shall not include a security interest 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 relevant provisions benefit of the Uniform Commercial Code)Holders of Secured Obligations pursuant to legally valid, (c) 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 Collateral, (d) the Collateral shall not include cash binding and cash equivalents, accounts receivable or Portfolio Securities, or 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 enforceable pledge 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon In connection with any Subsidiary becoming a Guarantor after Deemed Sale of the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to CBO-2 Collateral effectuated by means of an actual foreclosure sale where the Collateral Agent successfully "credit bids" for the benefit CBO-2 Collateral, the aggregate amount of such "credit bid" shall be allocated among the unpaid Repo Obligations, the outstanding obligations evidenced by the Series A Notes and the outstanding obligations evidenced by the Series B Notes based upon the amounts of each of such debt obligations outstanding at the date of the Secured Parties a first (subject Deemed Sale of the CBO-2 Collateral, on the one hand, relative to Permitted Liens) priority security interest in all assets (including real property the total amount of such debt obligations then outstanding, on the other hand; provided, however, that the amount of the obligations then deemed outstanding on account of the Series A Notes and the Capital Stock Series B Notes shall be reduced by any Proceeds previously actually realized and applied on account of its Subsidiaries) the Series A Notes and the Series B Notes from a disposition of all or part of the Miscellaneous Collateral or, if no such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable disposition of all or part of the Miscellaneous Collateral has occurred prior to the Administrative Agentdate of determination of the outstanding debt obligations, by the net book value for such assets as reflected on the books and records of CMI for the most recently concluded reporting period. The Borrower willUpon the allocation of the aggregate obligations "credit bid" by the Collateral Agent in connection with the Deemed Sale of the CBO-2 Collateral, and will cause as hereinabove provided, the Borrower and deficiency claim of each of the Guarantors toRepo Purchaser, at the expense Note A Indenture Trustee and the Note B Indenture Trustee against CMI arising on account of such Deemed Sale shall be the difference, in each case, between the amount of such "credit bid" allocated to the Repo Obligations or the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the one hand, and the unpaid balance of the BorrowerRepo Obligations and the outstanding obligations evidenced by the Series A Notes and the Series B Notes, makerespectively, executeon the other hand, endorse, acknowledge, file and/or deliver as of the date of such Deemed Sale. Anything herein to the Administrative Agent from time contrary notwithstanding, each of the Note A Indenture Trustee and the Note B Indenture Trustee may elect not to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers participate in the "credit bid" procedure for a Deemed Sale of attorney, certificates, reports and other assurances or instruments and take such further steps relating the CBO-2 Collateral by written notice to the Repo Purchaser and the Collateral as Agent given not later than ten (10) Business Days prior to the Administrative Agent may reasonably require. Notwithstanding any date of the foregoingactual foreclosure sale of the CBO-2 Collateral, (a) neither whereupon such Indenture Trustee shall retain its full deficiency claim against CMI on account of the Borrower nor outstanding obligations evidenced by the applicable Notes without regard to the Deemed Sale of the CBO-2 Collateral, shall not have any other Guarantor beneficial ownership interest in the Deemed Sale Entity or the CBO-2 Collateral, shall continue to be obligated hereby to grant a release the CBO-2 Collateral from such Indenture Trustee's security interest in therein, as required by Article VI, Section (b)(ii) above, and shall forfeit any asset if and all rights to any Proceeds thereafter realized on the granting of CBO-2 Collateral to which such security interest Indenture Trustee would result in otherwise be entitled pursuant to the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law Article VI, Section (after giving effect to relevant provisions of the Uniform Commercial Code), (cb)(ii) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredabove.

Collateral. Effective upon any Subsidiary becoming Xxxxxxxx has granted or will grant Bank a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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 collateral described in the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent security instruments as are executed from time to time time. The foregoing shall be evidenced by and subject to the terms of such schedules, confirmatory assignments, conveyancessecurity agreements, financing statements, transfer endorsementsdeeds or mortgages, powers of attorney, certificates, reports and other assurances documents as Bank shall reasonably require, all in form and substance satisfactory to Bank and Borrower. Borrower shall permit any of Bank’s duly authorized employees or instruments agents the right, at any reasonable time and from time to time, to conduct audits and examine the Collateral and to visit and inspect the Collateral and to examine and take such further steps relating abstracts from its books and records (if any) related to the Collateral Collateral, all at Bank’s expense; provided that, if an Event of Default (as hereinafter defined) beyond any applicable notice and/or cure period shall be in existence at the Administrative Agent may reasonably requiretime such inspection is made, such audits and examinations will be at Borrower’s expense, and Borrower shall pay to Bank within ten (10) business days following receipt of an invoice therefor the full amount of all charges, costs and expenses (to include fees paid to third parties and out-of-pocket expenses of Bank personnel), expended or incurred by Bank in connection with the foregoing audit and examinations. Notwithstanding Borrower also shall pay to Bank within ten (10) business days following receipt of an invoice therefor all filing and recording fees, costs of any of appraisals and the foregoingtitle insurance in connection with the Collateral; provided, however, that Borrower shall not be responsible for any such costs and fees except as such costs and fees are incurred (a) neither in connection with the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if original closing of the granting of such security interest would result in the violation of any applicable law or regulationTerm Loan with Draw Period, (b) at the Collateral shall not include a security interest in any asset if the granting request 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)Borrower, (c) fee-owned real property having an individual fair market value upon the mutual agreement of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the CollateralBorrower and Bank, (d) upon the Collateral shall not include cash occurrence and cash equivalents, accounts receivable or Portfolio Securitiesduring the continuance of an Event of Default, or deposit (e) as the result of a requirement by the regulations of the Federal Reserve Board or security accounts the Office of the Comptroller of the Currency, or any other regulatory agency. Releases of Individual Property. So long as no Default or Event of Default shall have occurred and be continuing under the Loan Documents, Bank agrees, upon the request of Xxxxxxxx, to release a Property from the lien of the Mortgage securing the Term Loan with Draw Period upon the payment to Bank of the Required Release Amount (except as hereinafter defined). During the Draw Period, the “Required Release Amount”, if any, means an amount equal to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any aggregate outstanding principal balance of the foregoingTerm Loan with Draw Period at such time, other assets requiring perfection through control agreementsminus the Maximum Aggregate Amount immediately following the release of the applicable Property. Upon the expiration of the Draw Period and at all times thereafter, letter-of-credit rightsthe “Required Release Amount” means an amount equal to the sum of (a) the aggregate outstanding principal balance of the Term Loan with Draw Period at such time, leasehold real propertyminus (b) an amount equal to the Loan to Value Ratio at such time multiplied by the lesser of the Appraised Value or cost of each of the Properties for which a release has not been requested or required as hereinafter provided, motor vehicles plus (c) all accrued interest and other assets subject to certificates expenses payable under the Loan Documents. Upon payment by Borrower of title the Required Release Amount and release of the applicable Property from the lien of the Mortgage, any Guarantor (other than any corporate aircraft)Group 1) that occupies and operates the applicable Property as a Tenant shall be released as a Guarantor and its Guaranty Agreement terminated; provided, interests in however, that if such Guarantor occupies and operates more than one Property as a Tenant, such Guarantor shall be released from its Guaranty Agreement only as to the portion of the Loan allocated to the released Property. Notwithstanding anything to the contrary set forth herein, certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without Properties listed on Exhibit 1.5.2 are designated as being affiliated with and/or useful to the consent operations of one or more third parties other Properties listed on Exhibit 1.5.2 and obligations any such Properties which are so designated as being so Exhibit 10.1 affiliated/useful to the interest on operations of another are referred to as an “Affiliated Property Group”. If Borrower shall request release of a Property from the lien of the Mortgage securing the Term Loan with Draw Period and such Property is included within an Affiliated Property Group, Bank reserves the right, within three (3) days of receipt of Borrower’s written request for release of such Property from the lien of the Mortgage, to require that the Required Release Amount be paid for each and/or any other Property included within such Affiliated Property Group and each such Property included within such Affiliated Property Group also shall be released upon payment of the Required Release Amount for such Property. At such time as the aggregate Appraised Values of the Dealership Properties comprise less than fifty percent (50%) of the aggregate Appraised Values of all of the then remaining Properties, Bank reserves the right at any time thereafter, upon thirty (30) days prior written notice, to require that the Required Release Amount be paid for each and/or any Property which is wholly exempt from the taxes imposed by subtitle A not a Dealership Property and each such Property which is not a Dealership Property also shall be released upon payment 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 Required Release Amount for 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, and (g) no foreign law security or pledge agreements shall be requiredProperty.

Collateral. Effective upon Borrower has good title to the Collateral, free of Liens except Permitted Liens. Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith. The Collateral is not in the possession of any Subsidiary becoming third party bailee (such as a Guarantor warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the Amendment Effective Datedate hereof, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (intends to store or such later date as the Administrative Agent may agree) to grant to otherwise deliver any portion of the Collateral Agent to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest Bank. All Inventory is in all assets material respects of good and marketable quality (including real property exclusive of Inventory that is obsolete or slow moving and for which the Capital Stock Borrower has established sufficient reserves in accordance with GAAP), free from material defects. Borrower is the sole owner of its Subsidiaries) Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of such Guarantor pursuant to documentation (including related certificates business. Each Patent is valid and opinions) reasonably acceptable enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Administrative Agent. The Borrower willbest of Borrower's knowledge, and will cause the Borrower and each no claim has been made that any part of the Guarantors Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, at nor is bound by, any material license or other agreement with respect to which Borrower is the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent licensee that prohibits or otherwise restricts Borrower 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant granting a security interest in Borrower's interest in such license or agreement or any asset if other property. Borrower shall provide written notice to Bank within thirty days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the granting of public). Borrower shall take such security interest would result in steps as Bank requests to obtain the violation of consent of, or waiver by, any applicable law person whose consent or regulation, (b) the Collateral shall not include waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Bank to have a security interest in any asset if the granting of such security interest would it that might otherwise be restricted or prohibited by enforceable anti-law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Codelicense to Bank if Bank determines that is necessary in its good faith judgment), (c) fee-owned real property having an individual fair market value of less than $2,500,000 whether now existing or aggregate fair market value of less than $10,000,000 shall be excluded from entered into in the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredfuture.

Collateral. Effective upon At all times following the Collateral Trigger Event, the Borrower will cause each Obligor’s tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected lien (subject to liens permitted hereunder) in favor of the Bank to secure the obligations incurred under this Agreement or otherwise in connection with this Agreement or any Subsidiary becoming a Guarantor after the Amendment Effective Dateguaranty, and in connection therewith, the Borrower shall cause each Obligor to execute and deliver to the Bank the security agreement in the form of Annex I hereto and all other pledge agreements, control agreements, filings and other collateral documents requested by the Bank. The Borrower shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Bank. The Borrower hereby irrevocably appoints the Bank to act as, and the Bank shall have the right to act as, the Borrower’s and each Guarantor’s lawful attorney-in-fact, with full power of substitution, in the name of the Borrower and such Guarantor Guarantors, to execute any collateral documents and to take generally any action in connection with any of the collateral documents; provided, however, that the Bank shall not exercise its rights as attorney-in-fact unless and until the Collateral Trigger Event occurs and the Borrower and the Guarantors have failed to execute and deliver the collateral documents within fifteen Business Days (15) calendar days after becoming a Guarantor demand by the Bank. Notwithstanding anything to the contrary contained herein, if the principal balance outstanding of the credit extended under this Agreement exceeds Fifty Million Dollars ($50,000,000) at any time, then upon the request of the Bank, the Borrower shall cause 65% (or such later greater percentage that, due to a change in an applicable law after the date as hereof, (i) could not reasonably be expected to cause the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) undistributed earnings of such Guarantor pursuant subsidiary as determined for United States federal income tax purposes to documentation (including related certificates and opinions) reasonably acceptable be treated as a deemed dividend to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, subsidiary's parent and (gii) no foreign law security or pledge agreements shall be required.could not

Collateral. Effective upon any Subsidiary becoming a Guarantor after 1.5 priority lien (junior only to the Amendment Effective Dateliens securing the Borrower’s Fifth Amended and Restated Credit Agreement, dated as of November 8, 2013 (the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor “RBL”), by and among the Borrower, Toronto Dominion (or such later date Texas) LLC, as administrative agent (the “RBL Agent”), Xxxxx Fargo Bank, N.A., as syndication agent, Natixis, The Bank of Nova Scotia and Fifth Third Bank, as co-documentation agents and the various lenders and other parties thereto and other customary permitted liens which are senior in priority to the lien securing the RBL and permitted by the New Term Loan) on all assets of the Obligors that secure the RBL. At closing, the Administrative Agent may agree) to grant and the RBL Agent will enter into an intercreditor agreement reasonably satisfactory to the Collateral Initial Lenders and the Borrower (the “Senior Lien ICA”). Pursuant to the Senior Lien ICA, the RBL Agent for shall, subject to the benefit terms of the Secured Parties a first (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. The Borrower willSenior Lien ICA, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to represent 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. Notwithstanding any “Priority Lien Agent” under the Intercreditor Agreement, dated as of May 11, 2015 between the foregoingRBL Agent, as the original priority lien agent, and Xxxxxx Xxxxxxx Senior Funding, Inc., as the original second lien collateral trustee (athe “Existing ICA”) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 join the discretion to exclude from the Collateral immaterial assetsExisting ICA as an additional “Priority Lien Agent”, assets as to which it [Lender] and the Borrower determine that RBL Agent shall reasonably determine. For the cost avoidance of obtaining such security interest would outweigh doubt, the benefit to collateral coverage required under the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements New Term Loan shall be requiredthe same as the collateral coverage required by the RBL as in effect on the Closing Date; provided that any modifications of such collateral package after the Closing Date other than in accordance with the terms of the Senior Lien ICA shall require the consent of holders of more than 50% of the outstanding principal amount of the New Term Loans. Scheduled Maturity Date: November 15, 2019; provided that if the 8.50% Senior Notes due 2019 (the “Senior Notes”) issued under the Indenture, dated as of June 10, 2011 (the “Indenture”), by and among the Borrower, the subsidiary guarantors identified therein and Wilmington Trust, National Association (as successor trustee to Xxxxx Fargo Bank, National Association) are not refinanced in whole prior to February 28, 2019, with indebtedness maturing after November 15, 2019, the Scheduled Maturity Date shall be February 28, 2019.

Collateral. Effective upon any Subsidiary becoming All obligations of Borrower under the Credit Facility and of the Guarantors under the guarantees, will be secured by first priority perfected security interests (and where applicable consisting of fixed and floating charges) in 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 customary exclusions to be agreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, in each case to the extent a Guarantor after material adverse tax effect (including without limitation from the Amendment Effective Dateeffect of Section 956 of the Internal Revenue Code of 1986, as amended) would result on the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as and the Administrative Agent may agree) to grant Guarantors based on diligence satisfactory to the Collateral Agent Lenders, provided that the foregoing limitations shall not apply to PLC or DAC (the “Collateral”). Borrower and the Guarantors shall be required to maintain account control agreements with respect to all material deposit and securities accounts (in the United States and to the extent applicable other methods of perfection for floating and fixed charges in any other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the benefit Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to the applicable cure periods for events of default (other than 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 Secured Parties a first (subject to Permitted Liens) priority above-described pledges, security interest in all assets (including real property interests and the Capital Stock of its Subsidiaries) of such Guarantor mortgages shall be created on terms, and pursuant to documentation reasonably satisfactory to the Lenders (including related certificates including, in the case of real property, by customary items such as satisfactory title insurance and opinions) reasonably surveys), and none of the Collateral shall be subject to any other liens, claims or encumbrances, except permitted liens and encumbrances acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver Lenders 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result set forth in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredCredit Documentation.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The due and punctual payment of the Amendment Effective principal of, premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether on the Maturity Date, by acceleration or otherwise, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as due and punctual payment of interest on the Administrative Agent may agree) to grant overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual performance of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee and/or the Collateral Agent Agent, in accordance with the terms of the Notes, this Indenture, the Note Guarantees and the First Lien Notes Security Documents, shall be secured, according to the terms hereunder or thereunder, by a Lien on the Collateral on an equal and ratable basis with any other Fixed Asset Obligations, subject to Permitted Liens and the terms of the First Lien and Third Lien Intercreditor Agreement, as provided in this Indenture and the First Lien Notes Security Documents, and will be secured by all of the Collateral pledged pursuant to the First Lien Notes Security Documents hereafter delivered as required or permitted by this Indenture and the First Lien Notes Security Documents, and subject to the terms thereof. The Issuer and the Guarantors, for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Holders, hereby appoints U.S. Bank Trust Company, National Association as the initial Collateral Agent, and the Capital Stock Collateral Agent and the Trustee are hereby authorized and directed to execute and deliver the First Lien Notes Security Documents to which it is a party. Each Holder by its acceptance of its Subsidiaries) of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agentappointment. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 privileges, powers and immunities set forth in this Indenture and the First Lien Notes Security Documents. Notwithstanding any provision to exclude from the contrary contained elsewhere in this Indenture or the First Lien Notes Security Documents, the duties of the Collateral immaterial assets, assets as to which it Agent shall be ministerial and administrative in nature and the Borrower determine that Collateral Agent shall not be deemed to have any trust or other fiduciary relationship with the cost Trustee, any Holder, the Issuer or any Guarantor. Without limiting the generality of obtaining such security interest would outweigh the benefit foregoing sentence, the use of the term “agent” in this Indenture with reference to the Lenders and Collateral Agent is not intended to connote any fiduciary or other assets in which it may determine that the taking implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a security interest would not be advisablematter of market custom, and (g) no foreign law security is intended to create or pledge agreements shall be requiredreflect only an administrative relationship between independent contracting parties.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateAs security for all indebtedness of Borrower to Bank and its affiliates subject hereto, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) hereby grants to grant to the Collateral Agent for the benefit Bank security interests of the Secured Parties a first (subject to Permitted Liens) priority security interest in all Borrower's assets in all Borrower's obligations hereunder and all other Loan Documents executed herewith, including the Xxxxx Fargo Commercial MasterCard Customer Agreement (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"Card Agreement"), and will cause the Borrower and each of the Guarantors toas Card Agreement may be amended, at the expense of the Borrowermodified, makerestated, executeextended, endorseincreased, acknowledge, file and/or deliver to the Administrative Agent rearranged from time to time (collectively the "INDEBTEDNESS"). Borrower and Bank acknowledge and agree that the above sentence does not give Borrower the right to extend or increase its obligations to Bank beyond the ones created on even date herewith without MILLC's and MCA's written approval. As additional security for the Indebtedness of Borrower to Bank hereunder, Borrower shall cause MCA and M-I L.L.C., a Delaware limited liability company ("MILLC"), to grant to Bank security interests of first priority in all of MCA's and MILLC's respective outstanding limited liability company interests of the Borrower. Borrower shall also cause MCA and MILLC (collectively referred to herein as the "BUSINESS VENTURES OWNERS") to evidence any loans made by the Business Venture Owners as of the date hereof, which constitute inter-company debt, by requiring the parties to such schedules, confirmatory assignments, conveyancesloans to execute a promissory note in form and substance satisfactory to Bank and to collaterally assign to and deliver possession of such promissory notes to Bank. It is agreed and understood that the grant to Bank of security interests in said promissory notes shall be at all times a first priority security interest therein. All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, transfer endorsements, powers deeds of attorney, certificates, reports trust and other assurances or instruments and take such further steps relating to the Collateral documents as the Administrative Agent may Bank shall reasonably require, all in form and substance satisfactory to Bank. Notwithstanding Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoingforegoing security, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting including without limitation, filing and recording fees and costs of such security interest would result in the violation of any applicable law or regulationappraisals, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash audits and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredinsurance.

Collateral. Effective upon any Subsidiary becoming a Guarantor after In the Amendment Effective Dateevent that the REIT Subordinated Notes shall not have been paid in full from the proceeds of new equity issued by the REIT on or before June 18, 2002, then on such date the Borrower Borrowers and their Subsidiaries shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as deliver to the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties Lenders as security for the Obligations first priority perfected mortgages, deeds of trust, security interests and other liens (as the Administrative Agent shall specify) on Borrowing Base Properties the aggregate Capitalized Value of which shall be not less than 167% (or, if the option provided in Section 9.5 shall have been exercised, 182%) of the Total Commitment then in effect; PROVIDED, that the Administrative Agent may advise the Borrowers that it declines to accept such a first lien on any Borrowing Base Property, which the Administrative Agent may do in its discretion, and whereupon each Borrowing Base Property so declined shall no longer be Eligible Real Estate; and PROVIDED, FURTHER, that at least 90% of the aggregate Capitalized Value of such Borrowing Base Properties shall be attributed to properties which are used principally for retail (subject to Permitted Liensrather than office) priority uses. The granting of such security interest in all assets shall be confirmed or supplemented by such mortgagee title insurance policies, opinions of counsel (including local real estate counsel), evidence of compliance with local real property regulations, Environmental Laws and other applicable law, evidence of the Capital Stock absence of Hazardous Substances, federal flood insurance coverage, evidence of insurance for the benefit of the secured lenders, environmental indemnities in favor of the secured lenders, appraisals conducted in accordance with law and regulations governing the Lenders or any of them and other documentation and information as the Administrative Agent shall require in accordance with its Subsidiaries) of standard and customary secured real estate lending practices. All such Guarantor pursuant to documentation (including related certificates shall be satisfactory in form and opinions) reasonably acceptable substance to the Administrative Agent. The Borrower willIt is understood and agreed that, and will cause in the Borrower and each event that payment in full of the Guarantors to, at REIT Subordinated Notes from the expense proceeds of new equity 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral REIT shall not include a security interest 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 have occurred prior to relevant provisions of the Uniform Commercial Code)March 18, (c) 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 Collateral2002, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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) then the Administrative Agent shall have be authorized to begin the discretion to exclude from the Collateral immaterial assets, assets as to documentation and other processes which it deems necessary and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that advisable for the taking of a security interest would not be advisable, under this Section 7.17 and (g) no foreign law security or pledge agreements shall be requiredentitled for reimbursement of all costs and expenses thereof as provided in the following sentence even if such payment then occurs on or prior to June 18, 2002. All costs and expenses of providing such security, including without limitation appraisal fees and expenses, reasonable legal fees and expenses, insurance premiums and all other reasonable expenses of the Administrative Agent, shall be for the account of the Borrowers.

Collateral. Effective upon The word "Collateral" means the following described property of Grantor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: All inventory, accounts, general intangibles and equipment, together with the following specifically described property: ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL INTANGIBLES AND OTHER ACCOUNTS PROCEEDS). Possession of the Premises ("Possession") shall be delivered to Sublessee on the commencement of the Term. If for any Subsidiary becoming a Guarantor after reason Sublessor does not deliver Possession to Sublessee on the Amendment Effective Datecommencement of the Term, Sublessor shall not be subject to any liability for such failure, the Borrower Termination Date shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as not be extended by the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property delay, and the Capital Stock validity of its Subsidiaries) this Sublease shall not be impaired, but rent shall xxxxx until delivery of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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 requirePossession. Notwithstanding any of the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (a30) neither days after the Borrower nor Commencement Date, then at any other Guarantor time thereafter and before delivery of Possession, sublessee may give written notice to Sublessor of Sublessee's intention to cancel this Sublease. Said notice shall set forth an effective date for such cancellation which shall be obligated hereby at least ten (10) days after delivery of said notice to grant a security interest Sublessor. If Sublessor delivers Possession to Sublessee on or before such effective date, this Sublease shall remain in any asset if the granting full force and effect. If Sublessor fails to deliver Possession to Sublessee on or before such effective date, this Sublease shall be cancelled, in which case all consideration previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no further force and effect, and Sublessor shall have no further liability to Sublessee on account of such security interest would result in delay or cancellation. If Sublessor permits Sublessee to take Possession prior to the violation commencement of any applicable law or regulationthe Term, (b) the Collateral such early Possession shall not include a security interest in any asset if advance the granting of such security interest would Termination Date and shall be prohibited by enforceable anti-assignment subject to the provisions of contracts or applicable law (after giving effect to relevant provisions this Sublease, including without limitation the payment of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredrent.

Collateral. Effective Except with regard to (i) Liens on equipment constituting fixtures, (ii) any reserved rights of the United States government as required under law, (iii) Liens upon any Subsidiary becoming a Guarantor after the Amendment Effective DatePatents, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant Patent Licenses, Trademarks and Trademark Licenses to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, extent that (a) neither such Liens cannot be perfected by the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if filing of financing statements under the granting of such security interest would result Uniform Commercial Code or by the filing and acceptance thereof in the violation of any applicable law United States Patent and Trademark Office or regulation, (b) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the Collateral shall not include a security interest in any asset if aggregate, material to 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 business of the Uniform Commercial Code)Parent Borrower and its Subsidiaries taken as a whole, (civ) 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 CollateralLiens on uncertificated securities, (dv) Liens on Collateral the Collateral shall not include cash and cash equivalentsperfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, accounts receivable any State, territory or Portfolio Securities, dependency thereof or deposit or security accounts the District of Columbia (except to the extent that such filings or other actions have been made or taken), (vi) Liens on contracts or Accounts on which the foregoing are United States of America or any department, agency, or instrumentality thereof is the Obligor, (vii) Liens on proceeds of Collateral; provided that Accounts, until transferred to or deposited in no event shall any control agreements be requiredthe Collateral Proceeds Account, and (viii) containing any the claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 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 Uniform Commercial Code of the Codeapplicable jurisdiction, (e) the pledge upon filing of the Capital Stock of Foreign Subsidiaries shall be limited financing statements delivered to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have by Holding, the discretion to exclude from Parent Borrower and its Subsidiaries on the Collateral immaterial assets, assets as to Effective Date in the jurisdictions listed on Schedule 5.14 (which it financing statements are in proper form for filing in such jurisdictions) and the Borrower determine that recording of the cost Mortgages (and the recording of obtaining such security interest would outweigh the benefit to Guarantee and Collateral Agreement, and the Lenders making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the Effective Date) and other assets in which it may determine that the taking delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents a security interest would not in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Administrative Agent for the ratable benefit of the Lenders, which Liens will be advisableprior to all other Liens of all other Persons, except for Liens permitted pursuant to the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and which Liens are enforceable as such as against all other Persons (gexcept, with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9-307(1) no foreign law security of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or pledge agreements shall be requiredsimilar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the applicable Security Document.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateThe Obligations shall be secured by valid, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower willperfected, and will cause the enforceable Liens on all right, title, and interest of Borrower and each Subsidiary in all of the Guarantors totheir accounts, at the expense chattel paper, instruments, documents, general intangibles, letter 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 supporting obligations, deposit accounts, investment property, motor 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 that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on local pxxxx cash accounts maintained by Borrower and the Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $50,000 in the aggregate and Liens on payroll accounts maintained by Borrower and the Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on vehicles and other assets which are subject to certificates a certificate of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which canlaw need not be pledged without perfected provided that the consent total value of such property at any one or more third parties time not so perfected shall not exceed $50,000 in the aggregate; and obligations (iii) unless otherwise required by Bank during the interest existence of any Event of Default, Liens on which is wholly exempt from the taxes imposed by subtitle A of the Code, (e) the pledge of the Capital Voting Stock of a Foreign Subsidiaries Subsidiary shall be limited to 65% of the Capital total outstanding Voting Stock of such Foreign Subsidiary, which, if granted, would cause a material first-tier Foreign Subsidiaries, adverse effect (fas reasonably determined by Borrower) on the Administrative Agent shall have Borrower’s federal income tax liability. Borrower acknowledges and agrees that the discretion to exclude from Liens on the Collateral immaterial assetsshall be valid and perfected first priority Liens subject, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit however, to the Lenders proviso appearing at the end of the preceding sentence, in each case pursuant to one or more Collateral Documents from such Persons, each in form and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredsubstance satisfactory to Bank.

Collateral. Effective upon any Subsidiary becoming a Guarantor after At Closing, Peabody will provide each Surety collateral equal to such Surety’s Maximum Amount (inclusive of collateral in such Surety’s possession immediately prior to Closing). “Maximum Amount” shall have the Amendment Effective Date, meaning set forth in the Borrower shall cause letter agreement between Peabody and such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as Surety and substantially in the Administrative Agent may agree) to grant form of Exhibit 3 hereto. • $75 million of additional collateral to the Collateral Agent Sureties collectively, a minimum of which shall be $40 million in letters of credit acceptable to each Surety, as soon as reasonably practicable following execution of the TSA by all Sureties (but in no event greater than 30 calendar days) and such additional collateral shall be distributed among the Sureties on a pro-rata basis based on respective outstanding penal sums of the entire surety program in accordance with the schedule set forth on Exhibit 3 (with the Sureties agreeing to cooperate in effecting any bond replacements and collateral redistributions as promptly as practicable in accordance with Exhibit 3); and • $200 million of second liens on all equipment identified in the schedule set forth on Exhibit 4 for the benefit of the Secured Parties a first (Sureties upon Closing which are subject to Permitted Liens) priority security interest in all assets (including real property that certain Collateral Agency and Security Agreement, dated as of May 3, 2022 with the Capital Stock Bank of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative AgentNew York Mellon Trust Company, N.A., as collateral agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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 Pursuant to the Collateral as Agency and Security Agreement, Peabody will file UCC-3 continuation statements at the Administrative Agent may reasonably require. Notwithstanding any appropriate times to ensure continued perfection of the foregoing, (a) neither the Borrower nor any other Guarantor existing liens. A trustee mutually agreed upon by all parties shall be obligated hereby appointed to grant a security interest allocate such second liens among the Sureties in any asset if the granting amounts set forth on Exhibit 5. Any of such security interest would result applicable liens shall be released upon Xxxxxxx’x request in the violation event that some or all of the assets set forth on Exhibit 4 are sold or otherwise transferred by Peabody. In the event Peabody seeks to sell any applicable law or regulationequipment upon which the Sureties have a second lien, (b) Peabody shall notify the Collateral Sureties at least 30 days in advance of its intention to sell such equipment and must obtain the Sureties’ consent, which shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredunreasonably withheld.

Collateral. Effective upon any Subsidiary becoming a Guarantor (a) Subject to the limitations on property or assets acquired after the Amendment Effective DateDate 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 and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected 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. Without limiting the generality of the foregoing, the 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 conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall cause be required hereunder to the extent such Guarantor within fifteen Business Days after becoming a Guarantor 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 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 the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until [ ] or such later date as the Administrative Agent may agree) to grant to agree in the Collateral Agent for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock exercise of its Subsidiaries) of such Guarantor pursuant to documentation reasonable discretion (including related certificates it being understood and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent agreed that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of failure to deliver such Mortgages by 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 date ultimately required 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 constitute a Default under clause (d)(i) of Article VII hereof) with respect to the discretion to exclude from Fee Owned Real Property owned by the Collateral immaterial assets, assets as to which it and Credit Parties on the Effective Date; provided that the Borrower determine that hereby agrees to use its best efforts to cause the cost delivery of obtaining such security interest would outweigh Mortgages as soon as reasonably practicable after the benefit Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall be required hereunder to the Lenders and other assets extent the Borrower is in which it may determine that compliance with the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredMortgage Requirement.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateThe security interests granted to Administrative Agent, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of Secured Parties, pursuant to the Secured Parties Collateral Documents in the Collateral related to the Initial Contribution, the Approved Projects, the Funded Working Capital Assets and the other assets described in such Collateral Documents (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a first (subject to Permitted Liens) priority perfected security interest under the UCC to the extent a security interest can be perfected by filing or, in all assets (including real property 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 Initial Contribution, the Approved Projects, the Funded Working Capital Stock Assets and the other assets described in such Collateral Documents perfected under the UCC as aforesaid, superior and prior to the rights of its Subsidiaries) all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise. Except to the extent possession of portions of such Guarantor Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's, for the benefit of Secured Parties, rights in and to such Collateral to the extent Administrative Agent's, for the benefit of Secured Parties, security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-5 hereto (as the same may be supplemented pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent Article 3 from time to time such schedulestime) is necessary to perfect and maintain the perfection of the interest, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers title or Liens of attorney, certificates, reports and other assurances or instruments and take such further steps relating the Collateral Documents related to the Initial Contribution, the Approved Projects, the Funded Working Capital Assets and the other assets described in such Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoingDocuments, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of and all such security interest would result in the violation of any applicable law filings or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except recordings will have been made to the extent Administrative Agent's, for the benefit of Secured Parties, security interest can be perfected by filing. The Member, each Affiliate Pledgor and each Portfolio Entity has properly delivered or caused to be delivered to Administrative Agent all such Collateral that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any requires perfection of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles Lien 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 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, and (g) no foreign law security or pledge agreements shall be requireddescribed above by possession.

Collateral. Effective upon any Subsidiary becoming a Guarantor after Upon the Amendment Effective Dateproper filing of the Delaware Financing Statements in the Delaware Filing Office, the Borrower 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 cause 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 Guarantor within fifteen Business Days after becoming a Guarantor 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 (or such later date as the Administrative Agent may agree) to grant except to the Collateral Agent for extent specified in paragraphs (viii) and (ix) above), based on the benefit 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 Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Issuers and the Capital Stock 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 Subsidiaries) date and as of such Guarantor pursuant the date hereof, included or includes an untrue statement of a material fact or omitted or omits to documentation (including related certificates and opinions) reasonably acceptable state a material fact necessary in order to make the Administrative Agent. The Borrower willstatements 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 will cause the Borrower and each of the Guarantors todo not, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver express any belief with respect 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any financial statements and schedules or other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law financial or regulationaccounting information contained or included or incorporated by reference therein or omitted therefrom, (b) the Collateral 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 include more than fourteen days prior to the Closing Date and shall 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 security interest 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 relevant provisions of financing statement under the Uniform Commercial Code)Code is on file, (c) fee-owned real property having an individual fair market value rely solely upon such counsel’s review of less than $2,500,000 or aggregate fair market value reports, dated as of less than $10,000,000 shall be excluded from recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all financing statements on file as of the Collateraldates thereof in the office of the Secretary of State of the State of Delaware, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 naming any of the foregoingIssuers or the Guarantors as debtor. SCHEDULE C WRITTEN COMMUNICATION None. SCHEDULE D FORM OF CFO CERTIFICATE The undersigned, other assets requiring perfection through control agreementsExecutive Vice President and Chief Financial Officer of Xxxxx Energy, letter-of-credit rightsInc., leasehold real propertya Delaware corporation (and together with its subsidiaries, motor vehicles and other assets subject to certificates of title (other than any corporate aircraftthe “Company”), 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 his capacity as such, hereby certifies pursuant to Section 7(h) of the CodePurchase Agreement, dated February 12, 2018 (ethe “Purchase Agreement”), by and among Xxxxx Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), Xxxxx Energy Finance Corp., a Delaware corporation (together with JEH LLC, the “Issuers”), the guarantor parties thereto and Credit Suisse Securities (USA) LLC (the pledge “Purchaser”), that as 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 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, and (g) no foreign law security or pledge agreements shall be required.date hereof:

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Closing Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first second (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming a Guarantor after As security for all indebtedness and other obligations of Borrower to Bank, other than indebtedness that is excluded from such secured obligations by the Amendment Effective Dateterms of the security agreement(s) required hereunder, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor grant, and hereby confirms its prior grant, to Bank security interests of first priority in (or such later date as i) all Borrower’s accounts receivable and other rights to payment, accounts (including without limitation the Administrative Agent may agreeBBSI Collateral Account), general intangibles, inventory and equipment, (ii) to grant all financial assets credited to the BBSI Collateral Agent for Account; (iii) all security entitlements with respect to the benefit financial assets credited to the BBSI Collateral Account; (iv) any and all other investment property or assets maintained or recorded in the BBSI Collateral Account; and (v) all replacements or substitutions for, and proceeds of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and sale or 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 willdisposition of, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither including , without limitation, cash proceeds. As used herein, the Borrower nor any other Guarantor terms “security entitlement,” “financial asset” and “investment property” shall be obligated hereby to grant a security interest in any asset if have the granting of such security interest would result respective meanings set forth in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Oregon Uniform Commercial Code). As security for all indebtedness and other obligations of Borrower to Bank under Term Loan 1, (c) fee-owned Borrower shall grant, and hereby confirms its prior grant, to Bank a lien of not less than first priority on that certain real property having located at 8000 XX Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. As security for all indebtedness and other obligations of Borrower to Bank under the Chubb Letter of Credit, Borrower shall cause ASSOCIATED INSURANCE COMPANY FOR EXCESS, an individual fair market value Arizona corporation (“AICE”) to grant to Bank security interests of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, first priority in all AICE’s accounts receivable and other rights to payment, accounts, general intangibles, inventory and equipment, and all replacements or Portfolio Securitiessubstitutions for, or deposit or security accounts (except to the extent that the foregoing are and proceeds of Collateral; provided that in no event shall any control agreements be required) containing the sale or the disposition of, any of the foregoing, other assets requiring perfection through control including without limitation, cash proceeds. All of the foregoing shall be evidenced by and subject to the terms of such security agreements, letter-of-credit rightsfinancing statements, leasehold real propertydeeds or mortgages, motor vehicles and other assets subject documents as Bank shall reasonably require, all in form and substance satisfactory to certificates Bank. Borrower shall pay to and reimburse Bank immediately upon demand the full amount of title all charges, costs and expenses (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 to include fees paid to third parties and obligations the interest on which is wholly exempt from the taxes imposed all allocated costs of Bank personnel), expended or incurred by subtitle A Bank in connection with any of the Codeforegoing security, (e) the pledge including without limitation, filing and recording fees and costs of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiariesappraisals, (f) the Administrative Agent shall have the discretion to exclude from the Collateral immaterial assetscollateral exams, assets as to which it and the Borrower determine 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 advisableaudits, inspections, and (g) no foreign law security or pledge agreements shall be requiredtitle insurance.

Collateral. Effective upon any Subsidiary becoming a Guarantor after As security for all indebtedness of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority (except for such prior liens as may be permitted hereunder) in all Borrower's accounts receivable, rights to payment, general intangibles, deposit accounts, tradenames, trademarks, copyrights, patents, chattel paper, documents, instruments, inventory and equipment and all proceeds of the Amendment Effective Dateforegoing. In addition to the foregoing, the as security for all indebtedness of Borrower to Bank, Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor each present and future Subsidiary (or such later date as the Administrative Agent may agreedefined below) other than Natrol Real Estate, Inc. and Natrol Real Estate, Inc. II to grant to the Collateral Agent Bank security interests of first priority (except for the benefit such prior liens as may be permitted hereunder) in all of such Subsidiary's accounts receivable, rights to payment, general intangibles, deposit accounts, tradenames, trademarks, copyrights, patents, chattel paper, documents, instruments, inventory and equipment and all proceeds of the Secured Parties a first (foregoing. Borrower acknowledges and agrees that the indebtedness of Borrower to Bank which is secured by the security agreements executed in connection herewith includes, without limitation, all indebtedness of Borrower to Bank which is subject hereto and all indebtedness of Borrower to Bank arising under the Swap Agreements. BORROWER UNDERSTANDS AND AGREES THAT BORROWER'S OBLIGATIONS AND LIABILITIES UNDER THE SWAP AGREEMENTS WHICH ARE SECURED HEREBY MAY EXCEED THE SWAP RESERVE AMOUNTS ESTABLISHED HEREUNDER AND SUCH SECURED OBLIGATIONS AND LIABILITIES ARE NOT LIMITED TO THE SWAP RESERVE AMOUNTS. All of the foregoing shall be evidenced by and subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) terms of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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, conveyancessecurity agreements, financing statements, transfer endorsements, powers of attorney, certificates, reports statements and other assurances or instruments and take such further steps relating to the Collateral documents as the Administrative Agent may Bank shall reasonably require, all in form and substance satisfactory to Bank. Notwithstanding Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoingforegoing security, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting including without limitation, filing and recording fees and costs of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredaudits.

Collateral. Effective upon any Subsidiary becoming a Guarantor after The Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the Amendment Effective extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (ii) copies of UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrower Borrowers and the other Loan Parties organized under the laws of the United States shall cause such Guarantor be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within fifteen forty-five (45) Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first Closing Date (subject to Permitted Liensextensions to be reasonably agreed upon by the Administrative Agent), and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) priority the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in 143 the Loan Documents, and (y) any Collateral the security interest in all assets (including real property and which may be perfected by the Capital Stock filing of its Subsidiariesa UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such Guarantor pursuant collateral and perfection therein shall not constitute a condition precedent to documentation the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (including related certificates and opinions90) days after the Closing Date (in each case, subject to extensions to be reasonably acceptable to agreed upon by the Administrative Agent). The Borrower will, and will cause Without limiting the Borrower and each generality of the Guarantors provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, at approved or accepted or the expense of the Borrowerbe satisfied with, make, execute, endorse, acknowledge, file and/or deliver each document or other matter required thereunder to the Administrative Agent from time be consented 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 approved by or acceptable or satisfactory to the Collateral 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 grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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) Lender unless the Administrative Agent shall have the discretion to exclude received notice from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit Lender prior to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredproposed Closing Date specifying its objection thereto.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the The security interests granted to Administrative Agent may agree) to grant pursuant to the Collateral Agent for Documents in the benefit of Collateral related to the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets Funded Projects (including real property equipment leased to a Project Owner pursuant to an Equipment Lease) 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 the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, Funded Turbines (a) neither constitute as to personal property included in the Borrower nor any other Guarantor shall be obligated hereby Collateral and, with respect to grant subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest under the UCC to the extent a security interest in any asset if the granting of such security interest would result can be perfected by filing or, in the violation case of any applicable law 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 regulation, 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 include a security interest in any asset if secure those Obligations relating to or arising from Projects owned by Project Owners that own one or more Projects that have achieved Operation prior to the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts relevant Funding Date or applicable law (after giving effect to relevant provisions of Turbine Funding Date, as the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except case may be. Except to the extent that possession of portions of such Collateral is required 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 foregoing are proceeds extent Administrative Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of Collateral; provided that in no event shall any control agreements be required) containing any notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the foregoinginterest, 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 Liens of the CodeCollateral Documents related to the Funded Projects (including equipment leased to a Project Owner pursuant to an Equipment Lease) and the Funded Turbines, (e) and all such filings or recordings will have been made to the pledge extent 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 such Collateral that requires perfection 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 Lien and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requireddescribed above by possession.

Collateral. Effective upon any Subsidiary becoming a Guarantor after To secure the Amendment Effective DateObligations, the Borrower shall, and shall cause such Guarantor within fifteen Business Days after becoming its Subsidiaries to, grant (a) a Guarantor First Priority Lien in all Covered Equity Interests of each of its Domestic Subsidiaries owned by the Borrower or another Subsidiary and 66% of the Equity Interests of any First-Tier Foreign Subsidiary of the Borrower, (or such later date as b) a Lien in all Real Property Collateral and (c) a Lien in certain existing and future personal property of the Administrative Agent may agree) Borrower and each Domestic Subsidiary, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, fixtures, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash. The Borrower shall, and shall cause its Domestic Subsidiaries to grant to the Collateral Agent provide for the benefit of the Secured Parties a first (subject Administrative Agent and the Lenders, all items to Permitted Liens) priority fully effect the foregoing, including, to provide the Administrative Agent with UCC-1s together with security interest in agreements, pledge agreements, Mortgages, hazard insurance, loan or mortgagee title commitments, UCC searches, tax and Lien searches, intellectual property documentation and registration and other similar types of documents, consents, authorizations, licenses, instruments and agreements relating to all assets (including real property and other assets of the Capital Stock of Borrower and its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to Domestic Subsidiaries as requested by the Administrative Agent. The Borrower will, and will cause the Borrower and each opinions of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver local legal counsel with respect to the Administrative Agent from time to time such schedulesexecution and filing thereof, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers and perfection of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably requireXxxxx created thereby. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements provision of this Section 6.15 require (i) any assets owned by any Foreign Subsidiary to be requiredpledged or hypothecated to secure the Obligations, (ii) containing any more than 66% of the foregoing, other assets requiring perfection through control agreements, letterissued and outstanding Equity Interests of any First-of-credit rights, leasehold real property, motor vehicles and other assets subject Tier Foreign Subsidiary of the Borrower to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without to secure the consent of one Obligations or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, (eiii) the pledge or hypothecation 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 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, and (g) no foreign law security or pledge agreements shall be requiredany Excluded Real Property.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date(a) Schedules I, the Borrower shall cause II, III and IV hereto (as such Guarantor within fifteen Business Days after becoming a Guarantor (schedules may be amended, supplemented or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent modified from time to time by the Loan Parties) set forth (i) the name and jurisdiction of organization of, and the ownership interest (including percentage owned and number of shares, units or other equity interests) of such schedulesLoan Party in the Stock, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers LLC Interests and Partnership Interests issued by each of attorney, certificates, reports and other assurances or instruments and take such further steps relating Loan Party’s direct Subsidiaries which are required to be included in the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoingand pledged hereunder, (aii) neither all other Stock, LLC Interests and Partnership Interests directly owned by such Loan Party that are required to be included in the Borrower nor Collateral and pledged hereunder and (iii) the issuer, date of issuance and amount of (x) Intercompany Notes and (y) all other promissory notes having a face value individually, in excess of […***…], directly owned or held by such Loan Party that are required to be included in the Collateral and pledged hereunder. Except as set forth on Schedules I, II, III and IV, such Loan Party holds all Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests directly (i.e., not through a Subsidiary, Securities Intermediary or any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial CodePerson), (c) 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 Collateral, (d) the Collateral shall not include cash . Confidential and cash equivalents, accounts receivable or Portfolio Securities, or 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 Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO 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 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, and (g) no foreign law security or pledge agreements shall be requiredCONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Collateral. Effective upon any Subsidiary becoming a Guarantor after (a) The due and punctual payment of the Amendment Effective principal of, premium, if any, and interest on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the Borrower overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers, Intermediate Holdings and the Note Guarantors set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreement and the Collateral Documents, shall cause such Guarantor within fifteen Business Days after becoming be secured by a Guarantor Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Junior Lien Collateral Indebtedness (or such later date subject to Permitted Liens), as provided in this Indenture, the Collateral Documents and the Intercreditor Agreement to which the Issuer, Intermediate Holdings and the Note Guarantors, as the Administrative Agent case may agree) be, shall be or shall have become parties to grant simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the Collateral Agent Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. The Trustee, for the benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the initial Collateral Agent and the Capital Stock Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. The Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of its Subsidiaries) all of such Guarantor the Holders and the Trustee, in each case pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each terms of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 Documents and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredIntercreditor Agreement.

Collateral. Effective upon Maintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any Subsidiary becoming and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a Guarantor after first priority lien and security interest in the Amendment Effective DateCollateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; provided, however, Lender shall have a second priority lien and security interest in the Collateral listed on Exhibit 5.5 under the heading "Permitted Encumbrances"; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any debtor or other obligor owing an obligation to Borrower, and any other matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Lender, and pay all costs and expenses (including reasonable attorneys' fees and reasonable expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including reasonable attorneys' fees and reasonable expenses), settle any and all claims, demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if an Event of Default shall have occurred, the Lender shall have the right at all times to settle, compromise, adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, and all costs and expenses thereof (including reasonable attorneys' fees and reasonable expenses) shall be incurred for the account of Borrower and shall constitute a part of the obligations owed to the Lender and secured pursuant to this Agreement. The Borrower's Equipment shall be kept and maintained at the locations of the Borrower's offices as set forth in Exhibits 5.1-1 through 5.1-6 Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (not relocate or such later date as move the Administrative Agent may agree) to grant Equipment without the Lender's prior written consent, which shall not be unreasonably withheld. If Lender consents to the Collateral Agent for the benefit relocation of the Secured Parties a certain Equipment, Borrower shall execute all documents or financing statements and take such action as Lender may request to assure that Lender's first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant equipment continues to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of perfected under the Uniform Commercial Code), (c) fee-owned real property having an individual fair market value of less than $2,500,000 Code or aggregate fair market value of less than $10,000,000 shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 other applicable laws 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 jurisdiction to which it and the Borrower determine 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, and (g) no foreign law security or pledge agreements shall be requiredEquipment is moved.

Collateral. Effective upon (a) All Capital Stock of the Borrower (except any Capital Stock owned by the Sponsor), all Capital Stock of each Restricted Subsidiary becoming a Guarantor after of the Amendment Effective Borrower directly owned by the Borrower or any Guarantor, all Capital Stock of each GP Obligor directly owned by its general partner or managing member and all Capital Stock of such general partner or managing member directly owned by its respective general partner or managing member, in each case as of the Closing Date, shall have been pledged pursuant to the Borrower Pledge Agreement or the GP Undertaking, as applicable (except that such parties shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) not be required to grant to pledge any Excluded Capital Stock), and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement or the GP Undertaking, as applicable, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to the benefit of Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property Pledge Agreement, and the Capital Stock Collateral Agent shall have received all such promissory notes, together with undated instruments of its Subsidiariestransfer with respect thereto endorsed in blank. (ii) All Indebtedness of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each Restricted Subsidiary of the Guarantors toBorrower on the Closing Date, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver that is owing 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 Borrower or instruments and take such further steps relating to the Collateral 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 grant a security interest in any asset if evidenced by the granting of such security interest would result in Intercompany Note, which shall be executed and delivered by the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions Borrower and each Restricted Subsidiary of the Uniform Commercial Code), (c) 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 Borrower on the Closing Date and shall be excluded from the Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except have been pledged pursuant 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 foregoingPledge Agreement, 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 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, and (g) no foreign law security or pledge agreements shall be required.and

Collateral. Effective upon any Subsidiary becoming a Guarantor (a) Subject to the terms of and as more fully set forth in the Springing Lien Escrow Agreement and the other Collateral Documents, in addition to the grants of Non-Springing Lien Collateral, from and after the Amendment Effective Dateoccurrence of an event described in clause (i) or (ii) of the definition of "Trigger Event," the Obligations shall be secured by a Perfected Lender Lien upon the Springing Lien Assets and Collateral, other than Securitization Property (provided that, Collateral consisting of Principal Property shall not be encumbered by Obligations exceeding the amount permitted under the October 2000 Indenture, as set forth more fully in the applicable Collateral Document); upon the occurrence of a Trigger Event that is an Unwind, the Borrower Obligations shall cause be secured by a Perfected Lender Lien upon all Securitization Property, together with all other Springing Lien Assets and Collateral. Upon the occurrence of any such Guarantor within fifteen Business Days after becoming a Guarantor Trigger Event, (or such later date as i) Avnet irrevocably authorizes and instructs the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower willto, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to agrees that the Administrative Agent from time to time such schedulesmay, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers take any and all steps and actions as necessary or appropriate in the discretion 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. Notwithstanding to Perfect the Lender Liens in the property specified hereinabove and in the applicable Collateral Documents, including the delivery of any notice to the document escrow agent under the Document Escrow regarding the occurrence of such Trigger Event; (ii) Avnet shall be deemed to have made all representations and warranties contained herein on and as of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts date thereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date); and (iii) Avnet shall promptly execute and deliver, or cause to be executed and delivered, with respect to any and all Foreign Stock Collateral as specified by the foregoing are proceeds Administrative Agent, such documents and agreements, including opinions of Collateral; provided that local counsel in no event shall any control agreements be required) containing any the jurisdiction of the foregoingissuer, and perform or cause to be performed such other assets requiring perfection through control agreementsacts, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests as may be desirable 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 discretion of the Code, (e) Administration Agent to better ensure the pledge Perfection and enforceability of the Capital Lender Lien in such Foreign Stock of Foreign Subsidiaries shall be limited to 65% Collateral under the laws of the Capital Stock jurisdiction of material first-tier Foreign Subsidiariesthe issuer thereof, (f) the Administrative Agent shall have the discretion all such matters to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit be completed to the Lenders and other assets in which it may determine that satisfaction of the taking Administration Agent by no later than 60 days after the date of a security interest would not be advisable, and (g) no foreign law security or pledge agreements shall be requiredsuch Trigger Event.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective DateThe Obligations, the Borrower Hedging Liability, and Funds Transfer and Deposit Account Liability shall cause such Guarantor within fifteen Business Days after becoming a Guarantor be secured by (or such later date as the Administrative Agent may agreea) to grant to the Collateral Agent for the benefit valid, perfected and enforceable Liens on all right, title, and interest of the Secured Parties a first (subject to Permitted Liens) priority security interest Company and each Subsidiary in all assets (including real property capital stock and the Capital Stock other equity interests held by such Person in each of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, whether now owned or hereafter formed or acquired, and will cause the Borrower all proceeds thereof, and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security valid, perfected, and enforceable Liens on all right, title, and interest 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 relevant provisions of the Uniform Commercial Code)Company and each Domestic Subsidiary in all of their accounts, (c) 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 Collateralchattel paper, (d) the Collateral shall not include cash and cash equivalentsinstruments, accounts receivable or Portfolio Securitiesdocuments, or 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 agreementsgeneral intangibles, letter-of-credit rights, leasehold real supporting obligations, deposit accounts, investment property, motor vehicles inventory, equipment, fixtures, commercial tort claims and certain other assets subject Property, whether now owned or hereafter acquired or arising, and all proceeds thereof (the “Collateral”); provided, however, that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local xxxxx cash accounts maintained by the Company and its Subsidiaries in proximity to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cantheir operations need not be pledged without perfected, provided that the consent total amount on deposit at any one time not so perfected shall not exceed $1,000,000 in the aggregate and Liens on payroll accounts maintained by the Company and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Codetheir payroll obligations, (eii) unless otherwise required by the pledge Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens on the Capital Voting Stock of a Foreign Subsidiaries Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability shall be limited to 65% of the Capital total outstanding Voting Stock of material first-tier such Foreign SubsidiariesSubsidiary, (fiii) unless otherwise required by the Administrative Agent shall have or the discretion to exclude from Required Lenders during the existence of any Event of Default, Liens need not be granted on the Collateral immaterial assetsof a Foreign Subsidiary which, assets as to which it and if granted, would cause a material adverse effect on the Borrower determine that Company’s federal income tax liability, (iv) unless otherwise required by the cost of obtaining such security interest would outweigh Administrative Agent or the benefit Required Lenders, Foreign Subsidiaries need not grant to the Lenders and Administrative Agent Liens on the capital stock or other assets equity interests held by such Foreign Subsidiary in which it may determine that the taking of a security interest would not be advisableanother Foreign Subsidiary, and (gv) no foreign law security until a Default or pledge agreements Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on U.S. general intangibles, to the extent perfected by recording an instrument with the U.S. Patent and Trademark Office, need only be perfected on material U.S. general intangibles. The Borrowers and Guarantors acknowledge and agree that the Liens on the Collateral shall be requiredgranted to the Administrative Agent for the benefit of the holders of the Obligations, the Hedging Liability, and the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject however, to the proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case, pursuant to one or more Collateral Documents from such Persons, each in form and substance satisfactory to the Administrative Agent.

Collateral. Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (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. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds 117 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 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, and (g) no foreign law security or pledge agreements shall be required.

Collateral. Effective upon any Subsidiary becoming (a) Each Person that becomes a Guarantor after the Amendment Effective DateIssue Date shall, to the Borrower 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 cause as promptly as practicable execute and deliver such Guarantor within fifteen Business Days after becoming a Guarantor security instruments, financing statements, mortgages, deeds of trust (or such later date in substantially the same form as the Administrative Agent may agree) to grant 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 for the benefit of the Secured Parties a first perfected first-priority security interest (subject to Liens permitted by Section 4.06, the definition of “Permitted Liens) priority security interest in all assets (including real property ” and the Capital Stock Agreed Security Principles) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in the Security Documents and thereupon all provisions of this Indenture relating to the Collateral 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 Subsidiaries) terms that it 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 documentation Section 4.14 by such future Guarantor. The Trustee and the Security Agent shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Issuers to evidence any release of a Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. (including related certificates and opinionsb) reasonably acceptable [reserved] (c) To the extent that any instrument or deliverable under the Security Documents relating to the Administrative Agent. The Borrower Notes is not delivered on or prior to the Issue Date with respect to the Collateral, the Issuers will, and will cause the Borrower and each of the Guarantors 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 deliverables within 60 days from the Collateral as Business Day falling immediately after the Administrative Agent may reasonably require. Notwithstanding any of Issue Date or, if longer in accordance with the foregoing, (a) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation timelines for delivery of any applicable law such instrument or regulation, (b) deliverable under the Collateral shall not include a security interest 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 relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or 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 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, and (g) no foreign law security or pledge agreements shall be requiredSecurity Document. Section 4.16.

Collateral. Effective upon (a) Except for the security interest created by the Collateral Documents, each Credit Party owns the Collateral owned by such Credit Party free and clear of any Subsidiary becoming a Guarantor after Lien other than Permitted Liens. (b) The execution and delivery of the Amendment Effective DateCollateral Documents by the Credit Parties, together with (i) the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (actions taken on or such later date as the Administrative Agent may agree) to grant prior to the Closing Date pursuant to Section 3 and Section 5 of the Original Credit Agreement and (ii) the delivery to Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of which Pledged Collateral has been so delivered in accordance with the requirements of the applicable Collateral Documents) are effective to create in favor of Collateral Agent for the benefit of the Secured Parties Parties, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a first valid and perfected First Priority Lien on all of the Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority Lien status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and other filings contemplated to be made on the Effective Date which have been delivered to Collateral Agent for filing (subject to Permitted Liens) priority security interest but not yet filed), the filing of any Mortgages, the periodic filing of UCC continuation statements in all assets (including real property respect of UCC financing statements filed by or on behalf of Collateral Agent and the Capital Stock entering into of its Subsidiariesany deposit account and securities account control agreements. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of such Guarantor the Liens purported to be created in favor of Collateral Agent, for the benefit of Secured Parties, pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, and will cause the Borrower and each of the Guarantors 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. Notwithstanding any of the foregoing, Collateral Documents or (aii) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation exercise by Collateral Agent of any applicable law rights or regulation, remedies in respect of any Collateral (b) whether specifically granted or created pursuant to any of the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited Documents or created or provided for by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Codelaw), (c) fee-owned real property having an individual fair market value except for filings or recordings contemplated by this Section 4.13 and except for consents referred to in Sections 4.4 and 4.5 and except as may be required, in connection with the disposition of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the any Pledged Collateral, by laws generally affecting the offering and sale of securities and except as may be required in connection with the foreclosure of any Mortgage. (d) Except such as may have been filed in favor of Collateral Agent, for the benefit of Secured Parties, as contemplated by this Section 4.13 or have been filed in connection with Permitted Liens, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral shall not include cash is on file in any filing or recording office and cash equivalents, accounts receivable (ii) no effective filing covering all or Portfolio Securities, or 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 part 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 Collateral which is wholly exempt from Intellectual Property is on file in the taxes imposed by subtitle A of United States Patent and Trademark Office or 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 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, and (g) no United States Copyright Office or any similar foreign law security or pledge agreements shall be requiredstate office.