Common use of Security Agreements Clause in Contracts

Security Agreements. The due and punctual payment of the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liens.

Security Agreements. The due and punctual payment At the Initial Closing (which period may be extended in the reasonable discretion of the Accreted Value Collateral Agent (as defined in the Notes)), the Company or relevant Subsidiary of and interest on the Notes when and as the same Company shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (deliver to the extent permitted by lawCollateral Agent (i) on a perfection certificate, in the Notes form attached hereto as Exhibit C, which describes in detail reasonably acceptable to the Collateral Agent the Collateral (as defined below) to be delivered (a “Perfection Certificate”), (ii) a U.S. Security Agreement, to be dated the Initial Closing Date, among the grantors named therein and performance the secured party named therein (the “Main Security Agreement”), (iii) a U.S. Intellectual Property Security Agreement, to be dated the Initial Closing Date, among the grantor(s) named therein and the security party named therein (the “IP Security Agreement”) and (iv) UCC financing statements (“UCC Financing Statements”), each of (i) through (iv), in form and substance satisfactory to the Collateral Agent, which create a first lien security interest in all other obligations assets of the Company including, but not limited to, its intellectual property (subject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) (the “Collateral”) and shall perfect a first lien security interest in all such assets of the Company other than the Company’s non-U.S. assets and its bank accounts. As soon as reasonably practicable, but in any event before thirty (30) days after the Initial Closing (which period may be extended in the reasonable discretion of the Collateral Agent (as defined in the Notes)), the Parent Guarantor and Company or relevant Subsidiary of the Subsidiary Guarantors Company shall deliver to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in Collateral Agent (a) such additional security documents, including deposit account control agreements, in form and substance reasonably acceptable to the FCC License Subsidiary Collateral Agent, which perfect a first lien security interest in all remaining assets of the Company (subject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) (the “Ancillary Security Documents” and together with the Perfection Certificate, Main Security Agreement, the IP Security Agreement attached as Exhibit C hereto which and UCC Financing Statements, the Company has entered into simultaneously with the execution of this Indenture “Security Agreements”) and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereofsuch Ancillary Security Documents delivered, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notescustomary legal opinions relating to such Ancillary Security Documents, by its acceptance thereof, consents in form and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered substance reasonably acceptable to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted LiensAgent.

Security Agreements. The due and punctual payment Lender shall have received executed counterparts of the Accreted Value Security Agreement, dated as of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, duly executed and delivered by the Borrower and each Subsidiary, together with (a) certificates (in the case of Capital Securities that are securities (as promptly defined in the UCC)), if any, evidencing all of the issued and outstanding Capital Securities owned by the Borrower or any Subsidiary in the Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as practicable after becoming a Subsidiary Guarantordefined in the UCC). Each Holder of Notes, by its acceptance thereof, consents confirmation and agrees evidence satisfactory to the terms of Lender that the Security Agreements and security interest therein has been perfected by control by the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time Lender in accordance with their terms Articles 8 and authorizes 9 of the UCC and directs all laws otherwise applicable to the Trustee perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming the Borrower and each Subsidiary as a debtor and the Collateral Agent Lender as the secured party, or other similar instruments or documents to enter into be filed under the Security Agreements and to perform its obligations and exercise its rights thereunder UCC of all jurisdictions as may be necessary or, in accordance therewith. The Company, the Parent Guarantor and each opinion of the Subsidiary Guarantors shall deliver Lender, desirable to perfect the Trustee copies security interests of all documents delivered to the Collateral Agent Lender pursuant to the Security AgreementsAgreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any assets of the Borrower or any Subsidiary (other than those relating to Permitted Liens), and shall do or cause to be done all such acts and things as may be required by the provisions (ii) securing any of the Security AgreementsIndebtedness identified in Schedule 8.2(b), to assure together with such other UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and confirm bailee letters in form and substance satisfactory to the Trustee and Lender from the Collateral Agent landlord to the security interest in Borrower with respect to the Collateral contemplated herebyproperty located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the Security Agreements and the Intercreditor Agreements ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and other similar accounts of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor Borrower and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens are Controlled Accounts (other than Permitted LiensExcluded Accounts).

Security Agreements. The due and punctual payment Each of the Accreted Value of security agreement modifications shall have been duly and interest on properly authorized, executed and delivered by the Notes when parties thereto and as the same shall be due in full force and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseeffect, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, Borrower shall have granted to the Agent first valid and shall do or cause to be done binding perfected security interests, liens and encumbrances on all such acts and things as may be required by the provisions of the Security Agreements, to assure assets of Borrower (other than personal property which are either de minimis or non core assets of the Borrower and confirm restricted cash balances and investments of the disbursed loan proceeds other than the Killington Property prior to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and filing of the Notes secured hereby, according required subdivision plats permitted the recording of the Mortgage applicable to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, Killington Property) in favor of the Collateral Agent (subject only to permitted Liens including without limitation: (i) all fee simple and leasehold interests in and to all real property owned or leased by Borrower, and all buildings and improvements now located or to be constructed thereon, whether now owned or hereafter acquired; (ii) all tangible and intangible assets of Borrower, whether now owned or hereafter acquired, including without limitation all machinery, equipment, furniture, furnishings, inventory, appliances, contract rights, deposit accounts, cash collateral, hotel and motel revenues, instruments, general intangibles, etc., whether now owned or hereafter acquired, but excluding leasehold personal property interests which Borrower is prohibited by the lessor from assigning and any interest in any personal property lease agreement which Borrower is prohibited from assigning; (iii) all leases, tenancies, purchase and sale agreements for the benefit sale of condominium units or other property, operating agreements, contract and rental agreements for the Holders lease, sale (as permitted hereunder), rental, occupancy, hire or use of Notes any of Borrower's assets, including without limitation the Mortgaged Properties, or any portion thereof together with all income, profits, revenues, cash collateral and the holders of such other Indebtednessproceeds thereof; and (iv) all licenses, superior to permits, trade names, patents, trademarks, approvals and prior to the rights of all third Persons and subject to no Liens other than Permitted Lienscontracts.

Security Agreements. The due and punctual payment of the Accreted Value principal of and interest Fixed Interest, but not Contingent Interest, on the Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Principal Maturity Date , by acceleration, repurchase, redemption acceleration or otherwiseby prepayment in accordance with Section 3.07, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor Company (excluding any and the Subsidiary Guarantors all obligations with respect to any Contingent Interest) to the Holders of Notes Notes, the Trustee or the Collateral Trustee under this Indenture, the Notes Security Agreements and the Indenture GuaranteesNotes, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto Agreements which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor)Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and Company shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required under to cause the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors Company hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent Trustee for the ratable benefit of the Holders of Notes and the holders of such other IndebtednessNotes, superior to and prior to the rights of all third Persons other than the Collateral Trustee and those Persons holding First Lien Debt, and subject to no Liens (other than Permitted LiensLiens permitted by the Security Agreements).

Security Agreements. The due To secure the rights of WWSAF in the Collateral, the Borrower shall have: (i) executed and punctual payment delivered to WWSAF a security agreement, substantially in the form attached to this Agreement as Exhibit G (the “Security Agreement”); (ii) delivered to WWSAF acknowledgment copies of proper Financing Statements (Form UCC-1), or such other evidence of filing as may be acceptable to WWSAF, naming the Borrower as the debtor and WWSAF as the secured parties, and other similar instruments or documents, filed under the Uniform Commercial Code (or equivalent) in all jurisdictions as may be necessary or desirable to perfect the liens of WWSAF created by the Security Agreement; (iii) delivered to WWSAF copies of Requests for Information (Form UCC-11) (or similar search report certified by a party acceptable to WWSAF), dated as of a date reasonably proximate to the Closing Date, listing all effective financing statements that name the Borrower as debtor, and that are filed in the jurisdictions in which filings were made pursuant to Section 2.2(d)(i), together with copies of such financing statements, none of which shall cover any collateral described in the Security Agreement unless either WWSAF shall consent thereto in writing or Borrower procures releases thereof, before or concurrent with the Closing, in form and substance acceptable to the Lender, in its reasonable discretion; (iv) established the Collateral Account and executed and delivered the Account Control Agreement; (v) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of products used in the Borrower’s operations in form and substance acceptable to WWSAF, in its sole discretion; (vi) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of Borrower’s products by third-party customers in form and substance acceptable to WWSAF, in its sole discretion; (vii) executed and delivered a pledge and assignment agreement (the “Pledge Agreement”) granting WWSAF a security interest in all of the Accreted Value ownership interest of each direct and interest on the Notes when and as the same shall be due and payableindirect subsidiary of PDN; delivered to counsel for WWSAF certificates representing such ownership interests, whether on an interest payment datealong with stock powers executed in blank; and, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on necessary to permit the Notes and performance grant of all other obligations of the Companya security interest to WWSAF, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Companyherein, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect amended or caused to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and governing documents of each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents such subsidiary; and (viii) delivered to the Collateral Agent pursuant to the Security AgreementsWWSAF such other documentation as WWSAF may deem necessary or appropriate, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreementsin its commercially reasonable discretion, to assure and confirm to secure the Trustee and the Collateral Agent the security interest rights of WWSAF in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensas set forth herein.

Security Agreements. The due and punctual payment (a) Prior to or substantially simultaneously with the incurrence of the Accreted Value of and interest Loans on the Notes when Initial Borrowing Date, each of Holdings and the Borrower shall have duly authorized, executed and delivered the Deed of Debenture substantially in the form of Exhibit G-1 (as amended, modified, restated and/or supplemented from time to time, the same "HOLDINGS/BORROWER SECURITY AGREEMENT") covering all of Holdings' and the Borrower's present and future Security Agreement Collateral referred to therein, together with an executed copy of registration Form 9 (appropriately completed) for filing with the Registrar of Charges in Bermuda, together with all attachments necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Holdings/Borrower Security Agreement; and the Holdings/Borrower Security Agreement shall be due in full force and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption effect. (b) Prior to or otherwise, and interest substantially simultaneously with the incurrence of the Loans on the overdue principal Initial Borrowing Date, each Subsidiary Guarantor (other than Intelsat Global Sales & Marketing Ltd.) shall have duly authorized, executed and delivered the U.S. Security Agreement substantially in the form of Exhibit G-2 (as amended, modified, restated and/or supplemented from time to time, the "U.S. SECURITY AGREEMENT") covering all of such Subsidiary Guarantor's present and interest future Security Agreement Collateral referred to therein, together with: (i) copies of financing statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the U.S. Security Agreement; and (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name any such Subsidiary Guarantor as debtor and that are filed in the jurisdictions referred to in clause (i) above, in each case together with copies of such financing statements (none of which shall cover the Collateral except (A) those with respect to which appropriate termination statements fully authorized for filing have been delivered to the Administrative Agent and (B) to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor evidencing Permitted Liens); and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, U.S. Security Agreement shall be secured as provided in full force and effect. (ac) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into Prior to or substantially simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms incurrence of the Security Agreements Loans on the Initial Borrowing Date, Intelsat Global Sales & Marketing Ltd. shall have duly authorized, executed and delivered the related Intercreditor Agreements Debenture substantially in the form of Exhibit G-3 (includingas amended, without limitationmodified, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended restated and/or supplemented from time to time in accordance with their terms time, the "U.K. SECURITY AGREEMENT") covering all of Intelsat Global Sales & Marketing Ltd.'s present and authorizes and directs the Trustee future Secured Assets referred to therein, and the Collateral Agent to enter into the U.K. Security Agreements Agreement shall be in full force and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Lienseffect.

Security Agreements. The In order to secure the due and punctual payment of the Accreted Value of and interest on First Lien Obligations, (i) upon the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the CompanyIssue Date, the Parent Guarantor Company and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver execute Collateral Documents granting to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders and holders of Notes other First Lien Obligations (in accordance with the Collateral Documents) a first priority perfected Lien in the Collateral, and (ii) after the Issue Date, in accordance with the provisions of Sections 4.13 and 4.26 and this Article 11, if (I) any asset of the type which is required to constitute Collateral pursuant to this Indenture or the Collateral Documents is acquired by any Guarantor and such asset is not automatically subject to a first-priority perfected Lien in favor of the First Lien Collateral Agent or (II) a Subsidiary of the Company that is not already a Guarantor is required to become a Guarantor pursuant to Section 4.13, then such Guarantor or such other Subsidiary shall, as soon as practicable after the acquisition of the applicable asset or the occurrence of the event requiring such Subsidiary to become a Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event (or as soon as practicable where applicable local laws requires additional time for compliance with applicable legal requirements)), execute and deliver the necessary Collateral Documents in order to grant to the First Lien Collateral Agent a first-priority perfected Lien (subject to Permitted Collateral Liens) in all assets of such Guarantor or such other Subsidiary that are required to, but do not already, constitute Collateral. In each case described above, each Guarantor shall execute and deliver such other Collateral Documents, deliver any certificates (including in the case of real property, title insurance) to the First Lien Collateral Agent in respect of the applicable Collateral as required by this Indenture and the applicable Collateral Documents and take all other appropriate actions to ensure the First Lien Collateral Agent, for the benefit of the Holders and holders of other First Lien Obligations, has a first-priority perfected Lien therein. For the avoidance of doubt, the Guarantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property. The Company shall cause every Guarantor to make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States (or the applicable political subdivision, territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other Indebtedness, superior actions as are reasonably necessary or required by the Collateral Documents to maintain (at the sole cost and prior expense of the Guarantors) the security interest created by the Collateral Documents in the Collateral as a first-priority perfected Lien. All references to the rights of all third Persons and a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to no Liens other than Permitted Collateral Liens, if any and the terms of the Intercreditor Agreement.

Security Agreements. The due and punctual payment of the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) Notwithstanding Section 16.01, with respect to the FCC License Subsidiary Perfection Collateral, the security interests and Lien granted pursuant to the Bankruptcy Plan shall be documented by the Security Agreement attached as Exhibit C hereto Agreements which the Company has entered into simultaneously with and the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor Guarantors have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor)Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. . (b) The Company, the Parent Guarantor and each of the Subsidiary Guarantors Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall cause the Guarantors to do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Agreements, Agreements or as may be requested by the Trustee to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in and lien on the Perfection Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereofAgreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Securities secured hereby, according to the intent and purposes purposes, and having the priority, herein expressed. The Company. (c) Without limitation of the foregoing, the Parent Guarantor and each of the Subsidiary Guarantors Company shall take, or and shall cause its Subsidiaries to take, upon request of take the Trustee, any and all following actions required under to cause the Security Agreements to create and maintain, as security for the Obligations obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors Company hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Prefection Collateral, in favor of the Collateral Agent Trustee for its benefit and the ratable benefit of the Holders of Notes Securities: (1) Execute the Security Agreements; (2) File UCC financing statements in Washington D.C.; (3) Give custody to the Trustee of all share certificates of each Guarantor issued or issuable in certificate form; (4) [Register the fixed and floating charge in Bermuda]; (5) [Register the holders fixed and floating charge in the United Kingdom]; and (6) [Register the fixed and floating charge in Ireland]; (d) Notwithstanding this Section 16.02, the failure of the Company or the Guarantors to execute any documentation relating to the Lien granted under the Bankruptcy Plan shall in no way affect the validity, perfection or priority of such other Indebtedness, superior to and prior Lien. It shall not be a condition precedent to the rights issuance of any series of Securities that any action be taken to make the Lien effective. (e) The Company shall and shall cause the Guarantors to, as soon as practicable after the Issue Date (but in no event later than sixty (60) days thereafter), make such recordings, registerings, or filings of all third Persons and subject financing statements, notices of Lien or similar instruments with respect to no Liens other than Permitted Liens.the Collateral that is not Perfection Collateral as are possible to make on commercially reasonable terms. 63

Security Agreements. The due To secure the rights of WWSAF in the Collateral, the Borrower shall have: (i) executed and punctual payment delivered to WWSAF a security agreement, substantially in the form attached to this Agreement as Exhibit H (the "Security Agreement"); (ii) delivered to WWSAF acknowledgment copies of proper Financing Statements (Form UCC-1), or such other evidence of filing as may be acceptable to WWSAF, naming the Borrower as the debtor and WWSAF as the secured parties, and other similar instruments or documents, filed under the Uniform Commercial Code (or equivalent) in all jurisdictions as may be necessary or desirable to perfect the liens of WWSAF created by the Security Agreement; (iii) delivered to WWSAF copies of Requests for Information (Form UCC-11) (or similar search report certified by a party acceptable to WWSAF), dated as of a date reasonably proximate to the Closing Date, listing all effective financing statements that name the Borrower as debtor, and that are filed in the jurisdictions in which filings were made pursuant to Section 2.2 (d) (i) , together with copies of such financing statements, none of which shall cover any collateral described in the Security Agreement unless WWSAF shall consent thereto in writing; (iv) established the Collateral Account and executed and delivered the Account Control Agreement; (v) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of products used in the Borrower's operations in form and substance acceptable to WWSAF, in its sole discretion; (vi) delivered to WWSAF a collateral assignment of any key contracts and supply agreements related to the purchase and sale of Borrower's products by third-party customers in form and substance acceptable to WWSAF, in its sole discretion; (vii) executed and delivered a pledge and assignment agreement (the "Pledge Agreement") granting WWSAF a security interest in all of the Accreted Value ownership interest of each direct and interest on the Notes when and as the same shall be due and payableindirect subsidiary of MPI, whether on an interest payment datedelivered to counsel for WWSAF certificates representing such ownership interests, at maturityalong with stock powers executed in blank; and, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on necessary to permit the Notes and performance grant of all other obligations of the Companya security interest to WWSAF, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Companyherein, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect amended or caused to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and governing documents of each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents such subsidiary; and (viii) delivered to the Collateral Agent pursuant to the Security AgreementsWWSAF such other documentation as WWSAF may deem necessary or appropriate, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreementsin its sole discretion, to assure and confirm to secure the Trustee and the Collateral Agent the security interest rights of WWSAF in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensas set forth herein.

Security Agreements. The due (i) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and punctual payment of delivered the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary U.S. Security Agreement attached in the form of Exhibit F-1 (as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Companyamended, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect modified or may be amended supplemented from time to time in accordance with the terms hereof and thereof, the "U.S. SECURITY AGREEMENT") together with: (A) proper Financing Statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, the Borrower or any of their terms respective Subsidiaries as debtor and authorizes that are filed in the jurisdictions referred to in clause (A) above and directs in such other jurisdictions in which Collateral is located on the Trustee and Initial Borrowing Date or which may result in the existence of perfected security interests against Holdings, the Borrower or any of their Subsidiaries, together with copies of such other financing statements that name Holdings, the Borrower or any of their respective Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and have received termination statements (Form UCC-3) or such other termination statements as shall do or cause to be done all such acts and things as may be required by the provisions local law fully executed for filing); (C) subject to Section 11.19, evidence that, with respect to all Certificated Units of the Security AgreementsBorrower and its Subsidiaries on the Initial Borrowing Date, to assure and confirm to the Trustee and the Collateral Agent a notation of the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent has been made on the certificate of title with respect thereto (or that the Borrower has deposited (or will substantially currently with the Initial Borrowing Date deposit) an application for such notation with the benefit applicable Governmental Authority, together with any necessary fee in connection therewith) which notation shall, under applicable state law, perfect the Collateral Agent's security interest therein (except to the extent the UCC is controlling, in which case the Financing Statements filed pursuant to preceding clause (A) shall perfect such security interests); (D) subject to Section 11.19, evidence of the Holders completion of Notes all other recordings and filings of, or with respect to, the U.S. Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the U.S. Security Agreement; and (E) subject to Section 11.19, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security Agreement have been taken, and the holders U.S. Security Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, WSC shall have duly authorized, executed and delivered a Canadian Security Agreement together with: (A) evidence of registration of such other IndebtednessCanadian Security Agreement in such jurisdictions as may be necessary or, superior in the opinion of the Collateral Agent, desirable to perfect and prior protect the security interest intended to be created by such Canadian Security Agreement; and (B) all discharges, subordination agreements, waivers and confirmations as may be necessary or, in the rights opinion of the Collateral Agent, desirable to ensure that all third Persons obligations purported to be secured by such Canadian Security Agreement are secured by first priority liens on the property and subject to no Liens other than Permitted Liensassets of WSC with such exceptions as are permitted herein.

Security Agreements. The In order to secure the payment when due of Borrower's Obligations, Borrower shall convey to Bank a security interest in all of Borrower's machinery, equipment and punctual payment of the Accreted Value of fixtures and all proceeds and products thereof, which security interest on the Notes when and as the same shall be due a first and payable, whether on an prior interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and in all such items except for those Uniform Commercial Code security interests securing Borrower's obligations to Harris under the Reimbursement Agr▇▇▇▇▇▇. Said security interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary evidenced by a Security Agreement (Equipment) dated the date hereof and executed by Borrower in favor of Bank in the form attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture incorporated herein by reference (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Companybe amended, the Parent Guarantor "Security Agreement (Equipment)"). Borrower further covenants and each of the Subsidiary Guarantors shall deliver agrees to the Trustee copies of execute and delivery to Bank any and all documents delivered to the Collateral Agent pursuant to the Security Agreementsfinancing statements, continuation statements and shall do or cause to be done all such acts and things other documentation as may be required requested by Bank in order to create, perfect and continue said security interest. Borrower's Obligations shall further be secured by the provisions Mortgage dated the date hereof executed by Borrower in favor of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest Bank in the Collateral contemplated hereby, form attached hereto as Exhibit C and incorporated herein by reference (as the Security Agreements and the Intercreditor Agreements or any part thereof, as same may from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Companybe amended, the Parent Guarantor "Kansas Mortgage") and each by the Deed of Trust dated the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, date hereof executed by Borrower in favor of Bank in the Collateral Agent for form attached hereto as Exhibit D and incorporated herein by reference (as the benefit same may from time to time be amended, the "Missouri Deed of Trust"). Upon demand, Borrower shall pay all legal and filing fees and expenses incurred by Bank in the preparation of the Holders foregoing documents and perfection of Notes the security interests and liens contemplated thereby. Bank shall have no obligation to make the holders Term Loan hereunder or to purchase the participation in the Letter of such other Indebtedness, superior to Credit unless and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensuntil Borrower has fully satisfied these requirements.

Security Agreements. The In order to secure the due and punctual payment of the Accreted Value of and interest on the Notes when and as the same shall be due and payablePari Passu Obligations, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by lawi) on the Notes Issue Date, simultaneously with the execution and performance delivery of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according Guarantors have executed Collateral Agreements granting to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders Secured Parties (in accordance with the Intercreditor Agreement) a first-priority perfected Lien in the Collateral, and (ii) after the Issue Date, in accordance with the provisions of Notes Sections 4.13 and 4.26 and this Article 11, if (I) any asset of the type which is required to constitute Collateral pursuant to this Indenture or the Collateral Agreements is acquired by any Guarantor and such asset is not automatically subject to a first-priority perfected Lien in favor of the Collateral Agent or (II) a Subsidiary of the Company that is not already a Guarantor is required to become a Guarantor pursuant to Section 4.13, then such Guarantor or such other Subsidiary shall, as soon as practicable after the acquisition of the applicable asset or the occurrence of the event requiring such Subsidiary to become a Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event), execute and deliver the necessary Collateral Agreements in order to grant to the Collateral Agent a first-priority perfected Lien in all assets of such Guarantor or such other Subsidiary which are required to, but do not already, constitute Collateral. In each case described above, each Guarantor shall execute and deliver such other Collateral Agreements, deliver any certificates to the Collateral Agent in respect of the applicable Collateral as required by this Indenture and the holders applicable Collateral Agreements and take all other appropriate actions to ensure the Collateral Agent, for the benefit of the Secured Parties, has a first-priority perfected Lien therein. For the avoidance of doubt, the Guarantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property, the Guarantors shall not be required to execute an assignment of any Drilling Contract, and in no event shall any Guarantor be required to take actions to perfect the Collateral Agent’s security interest in trucks, trailers and other motor vehicles covered by a certificate of title under the law of any state. The Company shall cause every Guarantor to make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States (or the applicable political subdivision, territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other Indebtedness, superior actions as are reasonably necessary or required by the Collateral Agreements to maintain (at the sole cost and prior expense of the Guarantors) the security interest created by the Collateral Agreements in the Collateral as a first-priority perfected Lien. All references to the rights of all third Persons and a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to no Liens other than Permitted Collateral Liens, if any and the terms of the Intercreditor Agreement.

Security Agreements. The due and punctual payment Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the CompanyBorrower Pledge Agreement, the Parent Guarantor Borrower Security Agreement and the Subsidiary Guarantors to the Holders Security Agreement, each dated as of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a duly executed and delivered by the Borrower or the Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien together with (a) certificates (in and on the case of Capital Securities that are securities (as defined in the UCC)) evidencing all the Collateral, in favor of the Collateral issued and outstanding Capital Securities owned by the Borrower in the Subsidiary Guarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Holders Secured Parties in accordance with Articles 8 and 9 of Notes the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Filing Statements suitable in form for naming the Borrower and the holders Subsidiary Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in any security agreement previously granted by any Person, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Effective Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such other Indebtednessfinancing statements (none of which shall, superior except with respect to and prior to the rights of all third Persons and subject to no Liens other than Permitted Lienspermitted by Section 7.2.3.), evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The due As general and punctual continuing security for the payment of all amounts owing by the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (Borrower to the extent permitted by law) on Lenders hereunder and to any Lenders under any Treasury Contracts and the Notes and performance of all other obligations of the CompanyBorrower to the Lenders, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in Borrower: (a) acknowledges that the FCC License Subsidiary assets being transferred to it under the Second Asset Purchase Agreements are transferred subject to the lien of the general security agreement delivered under the Original Agreement providing for a first priority Lien in all of the Original Borrower’s present and after acquired inventory, securities, instruments, documents of title, chattel paper, intangibles (which include accounts) and money (as each is defined in the British Columbia Personal Property Security Act) and the Borrower further agrees that such assets, and all future assets the Borrower may own, shall remain subject to the Lien of such general security agreement. The Borrower further agrees to, from and after the date of completion of the transactions referred to in the Consent and Assignment Agreement, be bound by and liable under all of the terms of such general security agreement in the same manner and in the same extent as if the Borrower had been original party to the Original Agreement attached as Exhibit C hereto which and such general security agreement in place of the Company has entered into simultaneously with the execution of this Indenture and Original Borrower; (b) the General Security Agreement attached as Exhibit B hereto which the Companywill deliver, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by delivered, the provisions of the Security Agreements, to assure and confirm following agreements to the Trustee and the Collateral Administrative Agent the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent be held for the benefit of the Holders Lenders: (i) at the time of Notes and execution hereof, security under Section 427 of the holders Bank Act (Canada), duly executed by the Borrower; (ii) at the time of such other Indebtednessexecution hereof, superior to and prior in addition to the rights security referred to in Section 13.1(a) above, an amended and restated general security agreement duly executed by the Borrower; (iii) at the time set out in the Consent and Assignment Agreement, an amended and restated Guarantee and Postponement Agreement, duly executed by the Guarantor; (iv) from time to time a guarantee and postponement agreement from each Subsidiary of the Borrower in respect of the Borrower’s obligations to the Lenders, along with such collateral security for such guarantee and postponement agreement as the Lenders may require; and (v) at the time of execution hereof, copies of all third Persons and insurance policies or binders covering the assets of the Borrower subject to no Liens other than Permitted Liensthe Security Agreements showing Royal Bank of Canada as first loss payee and containing a mortgage clause acceptable to the Lenders. The agreements and documents referred to in this Section 13.1 are herein referred to as the “Security Agreements”.

Security Agreements. The due (i) Each Borrower shall have executed and punctual payment delivered to the Agent a Security Agreement in form and content acceptable to the Agent, granting to the Agent a Lien in all of the Accreted Value of such Borrower's equipment, inventory, fixtures, accounts, chattel paper, general intangibles, documents, and interest on the Notes when and as the same shall be due and payableinstruments, whether on an interest payment datenow owned or hereafter acquired, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, pursuant to the provisions providing for foreclosure Acquisition Agreement, wherever located, and release any and all products and proceeds thereof, and shall secure the payment of Collateral) as any and all indebtedness and liabilities, whether now existing or hereafter incurred, of such Borrower to the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee Agent; and the Collateral Agent shall have received (y) appropriate financing statements to enter into perfect each such Lien, which Lien shall be superior in priority to all other Liens, other than (I) Liens described in Schedule 3.9, and (II) Liens arising after the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, date of this Agreement having priority over the Parent Guarantor and each Liens of the Subsidiary Guarantors Agent by operation of applicable law, and (z) certificate(s) evidencing all of the issued and outstanding capital stock of LaSalle, together with duly endorsed stock power(s); (ii) Each Borrower shall deliver to the Trustee copies of all documents have executed and delivered to the Agent a Collateral Agent pursuant Assignment of Patents and Trademarks in form and substance acceptable to the Security Agent (the "Patent Assignment Agreements"); (iii) Niagara shall have executed and delivered to the Agent a pledge security agreement (the "Niagara Pledge Agreement") granting a Lien on and a pledge of all the issued and outstanding shares of capital stock of NCDC to the Agent to secure the payment and performance by Niagara of its obligations under the Niagara Guaranty, and Niagara shall do or cause have delivered to be done the Agent certificates evidencing all such acts of the issued and things as may be required outstanding shares of capital stock of NCDC, together with appropriate stock powers duly endorsed in blank; and (iv) NCDC shall have executed and delivered to the Agent a pledge security agreement (the "NCDC Pledge Agreement") granting a Lien on and a pledge of all the issued and outstanding shares of capital stock of LaSalle to the Agent to secure the payment and performance by the provisions Borrowers of their obligations under the Loan Documents, and NCDC shall have delivered to the Agent certificates evidencing all of the Security Agreementsissued and outstanding shares of capital stock of LaSalle, to assure and confirm to the Trustee and the Collateral Agent the security interest together with appropriate stock powers duly endorsed in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensblank.

Security Agreements. The due and punctual payment Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Accreted Value of U.S. Pledge and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor Security Agreement and the Subsidiary Guarantors to the Holders Canadian Pledge and Security Agreement, each dated as of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, duly executed and delivered by each applicable Obligor, together with (a) certificates (in the case of Capital Securities that are certificated securities (as promptly defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries and Foreign Subsidiaries directly owned by each Obligor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as practicable after becoming a Subsidiary Guarantordefined in the UCC). Each Holder of Notes, by its acceptance thereof, consents confirmation and agrees evidence satisfactory to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Administrative Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent that the security interest in the Collateral contemplated hereby, therein has been transferred to and perfected by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders Secured Parties in accordance with Articles 8 and 9 of Notes the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; provided, however, that (x) no Capital Securities of any CFC Subsidiary (other than a First-Tier CFC Subsidiary) shall be required to be delivered pursuant to this Section 5.1.12 and (y) any certificate evidencing the issued and outstanding Capital Securities of any First-Tier CFC Subsidiary shall be limited to (i) 65% of the issued and outstanding Voting Securities and (ii) 100% of the issued and outstanding non-voting Capital Securities, in each case of such First-Tier CFC Subsidiary; and provided further that notwithstanding the foregoing, no actions (such as delivery of share certificates) shall be required to perfect the lien on stock of Immaterial Subsidiaries beyond UCC and PPSA filings against the applicable parent. (b) Filing Statements suitable in form for naming each Borrower and each Subsidiary Guarantor, as applicable, as a debtor and the holders Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC or PPSA of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interests of the Collateral Agent pursuant to such Security Agreement; (c) UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments, in each case in form and substance suitable for filing, necessary to render ineffective and release all Liens and other rights of any Person in any collateral (i) described in any security agreement previously granted by the Parent or any of its Subsidiaries (other than Liens permitted by Section 7.2.3(c) and liens in favor of landlords permitted under Section 7.2.3(f)), or (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements, PPSA discharge statements or other instruments as the Administrative Agent may reasonably request from the Parent or any of its Subsidiaries; and (d) certified copies of UCC Requests for Information or Copies (Form UCC-11) or similar PPSA instruments, or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Obligor (under its present name and any previous names) as the debtor, together with copies of such other Indebtednessfinancing statements (none of which shall, superior except with respect to and prior to the rights of all third Persons and subject to no Liens other than Permitted Lienspermitted by Section 7.2.3), evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The due and punctual payment of the Accreted Value of principal of, premium, if any, interest (including Additional Amounts, if any, and interest on Special Interest, if any) on, and any other amounts due in respect of, the Secured Notes when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer, Excess Proceeds Offer, purchase or otherwise, and interest on the overdue principal of and interest (including Additional Amounts, if any, and Special Interest, if any) (to the extent permitted by law) ), on the Secured Notes and performance of all other obligations of the Company, the Parent Guarantor Issuer and the Subsidiary Guarantors Company to the Holders of the Secured Notes or the Trustee under this Indenture, the Notes Secured Notes, the Subsidiary Guarantees, and the Indenture GuaranteesSecurity Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements, (ai) by a pledge to the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which Collateral Agent in favor of the Trustee for its benefit and the Holders of Secured Notes, all of the Issuer Loans and the Issuer's interest in the Issuer Loan Agreements, together with a collateral assignment of all Liens securing such Issuer Loans, including a pledge in favor of the Issuer of the Company's interest in the Company has entered into simultaneously with Escrow Account and the execution Company Escrowed Property; (ii) by a pledge to the Escrow Agent in favor of the Trustee for its benefit and the Holder of Secured Notes, its interest in the Issuer Escrow Account and the Escrowed Property and any other cash of the Issuer that is required by the terms of this Indenture to be deposited with the Trustee or the Escrow Agent; and (b) the General Company will ▇▇▇▇▇ ▇ ▇▇▇▇ on each of its Mortgaged Rigs and/or the construction contracts and on equipment purchased by the Company for, and its interest in, any incomplete Mortgage Rig and all proceeds thereof, including all its policies and contracts of insurance taken out from time to time in respect of its Mortgaged Rig, pursuant to a Mortgage or other appropriate Security Agreement attached as Exhibit B hereto issued by the Company in favor of the Issuer, which Issuer Loan Agreements, Mortgages and Security Agreements contain covenants pursuant to which such the Company, among other things, will be prohibited from selling, further mortgaging or transferring any of its interest in such Mortgaged Rig (other than as permitted under this Indenture), and upon completion of an uncompleted Mortgage Rig, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with Company will ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to a Mortgage on the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor)Mortgaged Rig. Each Holder of NotesHolder, by its acceptance thereofof a Secured Note, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their the terms thereof and hereof and authorizes and directs the Trustee and the Collateral Agent to enter into each of the Security Agreements and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company, Issuer and the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security AgreementsAgreements to which it is a party, to assure and confirm to the Trustee collateral agent and the Collateral Agent Trustee the security interest Liens in the Collateral contemplated hereby, hereby and by the Security Agreements and the Intercreditor Agreements or any part thereofto which it is a party, as from time to time constituted, so as to render the same available to the fullest extent permitted by law for the security and benefit of this Indenture and of the Secured Notes and each Issuer Loan secured herebythereby, as applicable, according to the intent and purposes herein and therein expressed. The Company, Issuer shall to the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to fullest extent permitted by law take, upon request of the Trustee, any and all actions reasonably required under to cause the Security Agreements to which it is a party to create and maintain, as security for the Obligations of the CompanyIssuer under this Indenture and the Secured Notes, and the Parent Guarantor and each of the Subsidiary Guarantors hereunderSecurity Agreements to which it is a party, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a to be valid and enforceable enforceable, perfected first priority Lien (except as expressly provided herein and therein), Liens in and on all the Collateral, Collateral in favor of the Collateral Agent Trustee, escrow agent or a collateral agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of Notes the Secured Notes. The Company shall to the fullest extent permitted by law, take upon request of the Issuer and/or the Trustee, any and all actions reasonably required to cause the Security Agreements to which it is a party for the Obligations of the Company under each Issuer Loan and the holders Security Agreement related thereto, to be valid and enforceable, perfected, except as expressly provided herein or therein, Liens in favor of such other Indebtednessthe Issuer , superior to and prior to escrow agent or a collateral agent for the rights benefit of all third Persons and subject to no Liens other than Permitted Liensthe Issuer.

Security Agreements. The due and punctual payment Administrative Agent shall have received, each of the Accreted Value following documents, each of and interest on the Notes when and as the same which shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (satisfactory to the extent permitted by law) on the Notes Administrative Agent and performance of all other obligations of the Company, the Parent Guarantor each Lender in form and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in substance: (a) The Obligor Pledge Agreement, duly executed and delivered by an Authorized Officer of the FCC License Borrower and of each Subsidiary Security Agreement attached Guarantor, as Exhibit C hereto which pledgors, and the Company has entered into simultaneously Collateral Agent, as pledgee, and notarized, together with evidence of filing for registration in each of the execution Public Registry of this Indenture Commerce (Registro Público de Comercio) corresponding to the corporate domicile of each Obligor, and in Mexico’s Railroad Registry (Registro Ferroviario Mexicano), and payment in full of the corresponding registration taxes. (b) the General Security The Capital Securities Pledge Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and for each Subsidiary Guarantor have entered into simultaneously with Guarantor, duly executed and delivered by an Authorized Officer of the execution Borrower and any other owner of this Indenture (or, with respect to any Capital Securities of such Subsidiary that becomes a Subsidiary Guarantor after the date hereofGuarantor, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notespledgors, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent Agent, as pledgee, together with (x) evidence of filing for registration in the Public Registry of Commerce (Registro Público de Comercio) corresponding to enter into the Security Agreements corporate domicile of each pledgor thereunder, and to perform its obligations and exercise its rights thereunder payment in accordance therewith. The Company, the Parent Guarantor and each full of the corresponding registration taxes, and (y) the other documents and deliverables specified therein, including a certificate issued by an Authorized Officer of the relevant Subsidiary Guarantors shall deliver Guarantor to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee and the Collateral Agent the effect that a first priority security interest in the Collateral contemplated hereby, by the Security Agreements corresponding Capital Securities has been duly created and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required perfected under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the CollateralMexican law, in favor of the Collateral Agent Agent, for the benefit of the Holders of Notes Secured Parties, and has been registered in the holders stockholders’ book (registro de acciones or registro de socios, as applicable) of such other IndebtednessSubsidiary Guarantor, superior to and prior accompanied by a copy of the notation made in the stockholders’ book of the corresponding Subsidiary Guarantor in respect of such security interest. (c) Copies of certificates of mercantile (certificado de folio mercantil) for each Obligor dated a date reasonably near to the rights Effective Date, (none of all third Persons and subject which shall, except with respect to no Liens other than Permitted Lienspermitted by Section 7.2.3, evidence a Lien on any collateral described in any Loan Document).

Security Agreements. The due and punctual payment of the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor Company and the Subsidiary Guarantors shall have executed and delivered a perfection certificate dated as of the Closing Date (the “Perfection Certificate”) in form and substance reasonably satisfactory to the Holders of Notes Purchasers and the Collateral Agent. Except as otherwise provided for in the Security Agreements, the Indenture or the Trustee under this Indentureother documents entered into in connection therewith, the Notes Representatives and the Indenture Guarantees, according to the terms hereunder or thereunder, Collateral Agent shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Company, the Parent Guarantor and have received each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements (excluding the Mortgages, in the event the Company completes the requirements of Section 5(l)(i) during the permitted post-closing period), in form and substance reasonably satisfactory to the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee Purchasers and the Collateral Agent Agent, and all other certificates, agreements or instruments necessary to enter into perfect the Security Agreements Collateral Agent’s security interest in all of the Notes Collateral (excluding the real property collateral, to the extent the same is not completed at Closing) subject thereto, including but not limited to, a control agreement with respect to the Asset Sales Proceeds Account (as defined in the Description of Notes) and to perform its obligations and exercise its rights thereunder Uniform Commercial Code financing statements in accordance therewith. The Company, appropriate form for filing; each such document shall be executed by the Parent Guarantor Company and each other party thereto, and each such document shall be in full force and effect and evidence that all of the Subsidiary Guarantors shall deliver to liens of third parties on the Trustee copies of all documents delivered to Notes Collateral have been released (other than certain liens permitted by the Collateral Agent pursuant to Indenture or the Security Agreements, in the reasonable discretion of the Purchasers after consultation with the Company). The Representatives shall also have received (i) certified copies of Uniform Commercial Code, tax and shall do judgment lien searches or cause to be done equivalent reports or searches each of a recent date listing all such acts effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and things as may be that are required by the provisions Perfection Certificate or that the Representatives reasonably deem necessary or appropriate, none of which encumber the Notes Collateral covered or intended to be covered by the Security Agreements (other than such financing statements, lien notices or comparable documents evidencing certain liens permitted by the Indenture or the Security Agreements, to assure in the reasonable discretion of the Purchasers after consultation with the Company) and confirm to (ii) reasonably acceptable evidence of payment or arrangements for payment by the Trustee Company and the Collateral Agent Guarantors of any applicable recording taxes, fees, charges, costs and expenses required for the security interest in the Collateral contemplated hereby, by recording of the Security Agreements and (excluding the Intercreditor Agreements or any part thereofMortgages, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors which shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensbe governed by Section 5(l)).

Security Agreements. The due (i) On the Initial Borrowing Date, each U.S. Credit Party shall have duly authorized, executed and punctual payment of delivered the Accreted Value of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary U.S. Security Agreement attached in the form of Exhibit F-1 (as Exhibit C hereto which the Company has entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement attached as Exhibit B hereto which the Companyamended, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect modified or may be amended supplemented from time to time in accordance with the terms hereof and thereof, the “U.S. Security Agreement”) together with: (A) proper Financing Statements (Form UCC-1 or the equivalent) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the U.S. Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, the Borrower or any of their terms respective Subsidiaries as debtor and authorizes that are filed in the jurisdictions referred to in clause (A) above and directs in such other jurisdictions in which Collateral is located on the Trustee and Initial Borrowing Date or which may result in the existence of perfected security interests against Holdings, the Borrower or any of their respective Subsidiaries, together with copies of such other financing statements that name Holdings, the Borrower or any of their respective Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (C) evidence that, with respect to enter into all Certificated Units of the Security Agreements Borrower and its Subsidiaries on the Initial Borrowing Date, a notation of the security interest of DBTCA or BTCC, as a Collateral Agent, has been made on the certificate of title with respect thereto (or that the Borrower has deposited (or will substantially currently with the Initial Borrowing Date deposit) an application for such notation with the applicable Governmental Authority, together with any necessary fee in connection therewith) which notation shall, under applicable state law, perfect the Collateral Agent’s security interest therein (except to perform its obligations the extent the UCC is controlling, in which case the Financing Statements filed pursuant to preceding clause (A) shall perfect such security interests); (D) subject to Section 11.19, evidence of the completion of all other recordings and exercise its rights thereunder in accordance therewith. The Companyfilings of, or with respect to, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the U.S. Security Agreements, and shall do or cause to be done all such acts and things Agreement as may be required necessary or, in the opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the provisions U.S. Security Agreement; and (E) subject to Section 11.19, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the U.S. Security AgreementsAgreement have been taken, to assure and confirm to the Trustee and the U.S. Security Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, WSC shall have duly authorized, executed and delivered a Canadian Security Agreement together with: (A) evidence of registration of such Canadian Security Agreement in such jurisdictions as may be necessary or, in the opinion of the Collateral Agent Agent, desirable to perfect and protect the security interest intended to be created by such Canadian Security Agreement; and (B) all discharges, subordination agreements, waivers and confirmations as may be necessary or, in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor opinion of the Collateral Agent for Agent, desirable to ensure that all obligations purported to be secured by such Canadian Security Agreement are secured by first priority liens on the benefit property and assets of the Holders of Notes and the holders of WSC with such other Indebtedness, superior to and prior to the rights of all third Persons and subject to no Liens other than Permitted Liensexceptions as are permitted herein.

Security Agreements. The due and punctual payment of the Accreted Value principal of and interest and Liquidated Damages, if any, on the First Mortgage Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law) ), if any, on the First Mortgage Notes and performance of all other obligations of the Company, the Parent Guarantor Company and the Subsidiary Guarantors to the Holders of First Mortgage Notes or the Trustee under this Indenture, the Notes Indenture and the Indenture GuaranteesFirst Mortgage Notes, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto Agreements and the Guarantees which the Company has and the Guarantors have entered into simultaneously with the execution of this Indenture and (b) the General Security Agreement which is attached as Exhibit B hereto which the Company, the Parent Guarantor and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, with respect to any Subsidiary that becomes a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor)G hereto. Each Holder of First Mortgage Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, Company and the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee, in its capacity as both Trustee copies of and Collateral Agent, all documents delivered to the Collateral Agent required pursuant to the Security Agreements, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Agreements, to assure and confirm to the Trustee, in its capacity as both Trustee and the Collateral Agent Agent, the security interest in the Collateral contemplated hereby, by the Security Agreements and the Intercreditor Agreements or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the First Mortgage Notes secured hereby, according to the intent and purposes herein expressed. The Company, Company and the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required under to cause the Security Agreements to create and maintain, as security for the Obligations of the Company, Company and the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes and the holders of such other IndebtednessFirst Mortgage Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Agreements. The In order to secure the due and punctual payment of the Accreted Value of and interest on the Notes when and as the same shall be due and payableSecured Obligations, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by lawi) on the Notes and performance of all other obligations of the Company, the Parent Guarantor and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Indenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreement attached as Exhibit C hereto which the Company has entered into Issue Date simultaneously with the execution and delivery of this Indenture and Indenture, (bx) the General Issuer has executed and delivered the Security Agreement attached as Exhibit B hereto which the CompanyAgreement, the Parent Guarantor Samsung Construction Contract Assignment and each Subsidiary Guarantor have entered into simultaneously with the execution of this Indenture (or, a deposit account control agreement with respect to any Subsidiary that becomes the Earnings Account and (y) Pacific Drillship (Gibraltar) Limited has executed and delivered a Subsidiary Guarantor after the date hereof, as promptly as practicable after becoming a Subsidiary Guarantor). Each Holder of Notes, by its acceptance thereof, consents and agrees Pledge Agreement pursuant to the terms of the Security Agreements and the related Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee and the Collateral Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered which it has granted to the Collateral Agent pursuant a first-priority security interest (subject to Permitted Collateral Liens) in all of the Equity Interests of the Issuer, and (ii) after the Issue Date, in accordance with the provisions of Sections 4.13, 4.24 and 4.26 and this Article 11, (x) within 10 Relevant Business Days after the Delivery Date, the Issuer or the applicable Issuer Subsidiary Guarantor shall execute and deliver the Additional Collateral Agreements, (y) each Person that acquires any Equity Interests of the Issuer shall, substantially concurrently upon such Person’s acquisition of such Equity Interests, execute and deliver to the Security AgreementsCollateral Agent a Pledge Agreement in form and substance reasonably satisfactory to the Collateral Agent (which shall be in substantially the same form as the Pledge Agreement dated as of the Issue Date or such other form as the Collateral Agent and the Issuer may reasonably agree (and, and shall do or cause to be done all if at such acts and things time, the Issuer is organized under the laws of any jurisdiction other than the British Virgin Islands, with such changes as may be required by appropriate given the provisions Issuer’s jurisdiction of organization at such time)), granting a first-priority security interest (subject to Permitted Collateral Liens) in the Equity Interests of the Security Agreements, Issuer owned by such Person and (z) if (I) any asset of the type which is required to assure and confirm constitute Collateral pursuant to the Trustee and this Indenture or the Collateral Agent the security interest in the Agreements is acquired by any Collateral contemplated hereby, by the Security Agreements Grantor and the Intercreditor Agreements or any part thereof, as from time such asset is not automatically subject to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions required under the Security Agreements to create and maintain, as security for the Obligations of the Company, the Parent Guarantor and each of the Subsidiary Guarantors hereunder, under the Indenture Guarantees and under certain other Indebtedness, as applicable, a valid and enforceable first-priority perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent or (II) a Subsidiary of the Issuer that is not already a Collateral Grantor is required to become an Issuer Subsidiary Guarantor pursuant to Section 4.13, then such Collateral Grantor or such other Subsidiary shall, as soon as practicable after the acquisition of the applicable asset or the occurrence of the event requiring such Subsidiary to become an Issuer Subsidiary Guarantor (and, in any event, within 20 Relevant Business Days after such acquisition or event), execute and deliver the necessary Collateral Agreements in order to grant to the Collateral Agent a first-priority perfected Lien in all assets of such Collateral Grantor or such other Subsidiary which are required to, but do not already, constitute Collateral. In each case described above, each Collateral Grantor shall execute and deliver such other Collateral Agreements, deliver any certificates to the Collateral Agent in respect of the applicable Collateral as required by this Indenture and the applicable Collateral Agreements and take all other appropriate actions to ensure the Collateral Agent, for the benefit of the Holders Secured Parties, has a first-priority perfected Lien therein, including, without limitation, entering into Foreign Security Documents (as defined in the Security Agreement). For the avoidance of Notes doubt, the Collateral Grantors shall not be required to grant a security interest in, and the holders Collateral shall not include, any Excluded Property, the Collateral Grantors shall not be required to execute an assignment of any Drilling Contract, and in no event shall the Parent, the Issuer and the Issuer Subsidiary Guarantors be required to take actions to perfect the Collateral Agent’s security interest in trucks, trailers and other motor vehicles covered by a certificate of title under the law of any state. The Issuer shall, and the Parent or the Issuer, as applicable, shall cause every other Collateral Grantor to, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements in the United States (or the applicable political subdivision, territory or possession thereof) that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and take all other Indebtedness, superior actions as are reasonably necessary or required by the Collateral Agreements to maintain (at the sole cost and prior expense of the Collateral Grantors) the security interest created by the Collateral Agreements in the Collateral as a first-priority perfected Lien. All references to the rights of all third Persons and a “first-priority perfected Lien” in this Section 11.01(a) shall be understood to be subject to no Liens other than Permitted Collateral Liens, if any.