Common use of Security Agreements Clause in Contracts

Security Agreements. the Borrower shall have delivered to the Administrative Agent copies of each of the following: (i) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has been taken.

Security Agreements. (a) Each of the Borrower Company and its Domestic Subsidiaries shall have delivered duly execute and deliver to the Administrative Agent copies of each of the following: (i) an amended and restated one or more security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement")agreements, substantially in the form of ------------------------------ Exhibit E-4 hereto4.3(a) hereto (each, duly as amended, supplemented or modified from time to time in accordance with its terms, a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Lender Debt (including any such documents executed and delivered pursuant to Section 8.25 hereof), in each case, as amended, modified or supplemented from time to time, collectively referred to as the "Security Documents"), and to the extent requested in writing by the Guarantors Agent on or prior to the Closing Date (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parentexcept as provided in Section 8.19(a) hereof), each all consents of which, among other things, grants third parties necessary to permit the Collateral Agent for the benefit effective granting of the Secured Parties a Lien on Liens created in such assets of such Guarantor security agreements (including, without limitation, a landlord's waiver and certificate (each a "Landlord's Certificate") in the case of any Operating Subsidiary, all issued and outstanding Stock respect of each of its Subsidiaries that is property subject to a License Subsidiary or an Operating SubsidiaryLease), but in each case, in form and substance satisfactory to the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementtogether with: (1A) if applicable, certificates representing evidence of the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code completion of all other jurisdictions recordings and filings of or with respect to the Security Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests Liens created under such Security Agreements covering the Collateral described in such Security Agreements;thereby, (3B) evidence of any the insurance required by the terms of any Security Document or this Agreement, (C) to the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such Security Agreements; assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Company, and (4D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first Liens created by the Security Documents (and the priority liens and security interests created under of such Security Agreements Liens required hereunder) has been taken. (b) The Agent shall have received (unless otherwise consented to in writing by the Agent): (A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of the initial borrowing hereunder under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Documents, and (B) completed requests for information, dated on or before the date of the initial borrowing hereunder, listing the financing statements referred to in clause (A) above and all other effective financing statements, tax liens and judgments filed or recorded in the jurisdictions listed on Schedule 4.3(b)(B) hereto, that name any Credit Party as debtor, taxpayer or judgment debtor, together with copies of such other financing statements.

Security Agreements. the Borrower The Lender shall have delivered to the Administrative Agent copies of each received executed counterparts of the following: (i) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially dated as of the --------------------------- form of Exhibit E-1date hereof, duly executed and delivered by the BorrowerBorrower and each Subsidiary, thattogether with (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)), among ----------- other thingsif any, grants to the Collateral Agent for the benefit evidencing all of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary Capital Securities owned by the Borrower) as Borrower or any Subsidiary in the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to timeSubsidiaries, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), which certificates in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form shall be accompanied by undated instruments of ------------------------------ Exhibit E-4 hereto, transfer duly executed by the Guarantors (other than ----------- EKNin blank, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (includingor, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries Capital Securities that is a License Subsidiary or an Operating Subsidiary, but are uncertificated securities (as defined in the case UCC), confirmation and evidence satisfactory to the Lender that the security interest therein has been perfected by control by the Lender in accordance with Articles 8 and 9 of any License Subsidiary, excluding any assets for which the grant UCC and all laws otherwise applicable to the perfection of the pledge of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blankCapital Securities; (2b) duly executed financing statements previously filed suitable in form for naming the Borrower and each Subsidiary as a debtor and the Lender as the secured party, or other similar instruments or documents to be filedfiled under the UCC of all jurisdictions as may be necessary or, in proper form for filing under the Uniform Commercial Code opinion of all other jurisdictions that the Administrative Agent may deem necessary or Lender, desirable in order to perfect and protect the first priority liens and security interests created under such of the Lender pursuant to the Security Agreements covering the Collateral described in such Security AgreementsAgreement; (3c) evidence UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any insurance required by Person (i) in any assets of the terms Borrower or any Subsidiary (other than those relating to Permitted Liens), and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such Security Agreementsother UCC Form UCC-3 termination statements as the Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to the Lender from the landlord to the Borrower with respect to the property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; and (4e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other action that similar accounts of the Administrative Agent may deem necessary or desirable in order to perfect Borrower and protect the first priority liens and security interests created under such Security Agreements has been takeneach Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. the The Borrower shall have delivered to the Administrative Agent and each Lender copies of each of the following: (ia) an amended a pledge and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (iib) an amended and restated a pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the ParentBorrower; (iiic) an a pledge agreement (as amended from time to time, a "C-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-3, duly executed by the C-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and restated outstanding Stock of each C-Block Subsidiary; (d) a pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3E-4, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- F-Block Subsidiary; and; (ive) amended pledge and restated security agreements (together with each other pledge and security agreement delivered pursuant to Section 8.1(o)(ii6.16(b), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 E-5 hereto, duly executed by the Guarantors (other than ----------- EKNthe Parent, the Parent and C-Block Subsidiary Parent, the D-, E- and F-Block Subsidiary ParentParent and OC), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent Lenders may request; and in each case together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementwith: (1i) if applicable, certificates representing the shares or units of Stock pledged under such Security AgreementsAgreement, accompanied by undated stock powers executed in blank;, (2ii) duly executed financing statements previously filed or to be filedstatements, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority 116 liens and security interests created under such Security Agreements Agreement covering the Collateral described in such Security Agreements;Agreement, (3iii) evidence of any insurance required by the terms of such Security Agreements; andAgreement, (4iv) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements Agreement has been taken.

Security Agreements. In order to secure the Borrower shall have delivered to the Administrative Agent copies of each due and punctual payment of the following: Secured Obligations, (i) an amended on the Issue Date simultaneously with the execution and restated security agreement delivery of this Indenture, (as amended from time to timex) the Issuer has executed and delivered the Security Agreement, the "Borrower Security Agreement"), in substantially Samsung Construction Contract Assignment and a deposit account control agreement with respect to the --------------------------- form of Exhibit E-1, duly Earnings Account and (y) Pacific Drillship (Gibraltar) Limited has executed by the Borrower, that, among ----------- other things, grants and delivered a Pledge Agreement pursuant to which it has granted to the Collateral Agent 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 Collateral 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, if at such time, the Issuer is organized under the laws of any jurisdiction other than the British Virgin Islands, with such changes as may be appropriate given the 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 Issuer owned by such Person and (z) 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 Collateral Grantor 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 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 Secured Parties Parties, has a first-priority perfected Lien on such assets of the Borrower (including therein, including, without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement limitation, entering into Foreign Security Documents (as amended from time to timedefined in the Security Agreement). For the avoidance of doubt, the "Parent Pledge Agreement")Collateral Grantors shall not be required to grant a security interest in, and the Collateral shall not include, any Excluded Property, the Collateral Grantors shall not be required to execute an assignment of any Drilling Contract, and in substantially the form ----------------------- of Exhibit E-2, duly executed by no event shall the Parent, that, among other ----------- things, pledges the Issuer and the Issuer Subsidiary Guarantors be required to take actions to perfect the Collateral Agent for Agent’s security interest in trucks, trailers and other motor vehicles covered by a certificate of title under the benefit law of any state. The Issuer shall, and the Secured Parties Parent or the Issuer, as applicable, shall cause every other Collateral Grantor to, make all issued filings (including filings of continuation statements and outstanding Stock 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 the Borrower owned such Uniform Commercial Code financing statements) and take all other actions as are reasonably necessary or required by the Parent; Collateral Agreements to maintain (iii) an amended at the sole cost and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor expense of the Collateral Agent, or Grantors) the security interest created by the Collateral Agreements in the Collateral as the Administrative Agent may reasonably require a first-priority perfected Lien. All references to a “first-priority perfected Lien” in connection with this Agreement: (1Section 11.01(a) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or shall be understood to be filedsubject to Permitted Collateral Liens, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has been takenif any.

Security Agreements. (i) Each Borrower shall have executed and delivered to the Agent a Security Agreement in form and content acceptable to the Agent, granting to the Agent a Lien in all of such Borrower's equipment, inventory, fixtures, accounts, chattel paper, general intangibles, documents, and instruments, whether now owned or hereafter acquired, including, without limitation, pursuant to the Acquisition Agreement, wherever located, and any and all products and proceeds thereof, and shall secure the payment of any and all indebtedness and liabilities, whether now existing or hereafter incurred, of such Borrower to the Agent; and the Agent shall have received (y) appropriate financing statements to 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 date of this Agreement having priority over the Liens of the 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 have executed and delivered to the Agent a Collateral Assignment of Patents and Trademarks in form and substance acceptable to the 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 have delivered to the Administrative Agent copies of each certificates evidencing all of the following: (i) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock shares of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to timecapital stock of NCDC, the "Parent Pledge Agreement"), together with appropriate stock powers duly endorsed in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiaryblank; and (iv) amended NCDC shall have executed and restated security agreements (together with each other delivered to the Agent a pledge security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a (the "Subsidiary Security NCDC Pledge Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties ) granting a Lien on such assets and a pledge of such Guarantor (including, in all the case of any Operating Subsidiary, all issued and outstanding Stock shares of each capital stock of its Subsidiaries that is a License Subsidiary or an Operating SubsidiaryLaSalle to the Agent to secure the payment and performance by the Borrowers of their obligations under the Loan Documents, but in and NCDC shall have delivered to the case Agent certificates evidencing all of any License Subsidiarythe issued and outstanding shares of capital stock of LaSalle, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated appropriate stock powers executed duly endorsed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has been taken.

Security Agreements. the The Borrower shall have delivered to ------------ ------------------- the Administrative Agent and each Lender copies of each of the following: (ia) an amended a pledge and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1H-1, --------------------------- ----------- duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Administrative Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the BorrowerSubsidiary) as the Lenders may request; (iib) an amended and restated a pledge agreement (as amended from time to time, the "Parent Partner ------- Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2H-2, duly executed ---------------- ----------- by each of the ParentPartners, that, among other ----------- things, pledges to the Collateral Administrative Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the ParentBorrower; (iiic) an amended pledge and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other pledge and security agreement delivered pursuant to Section 8.1(o)(ii)(S) 6.20, in each case as --- ---- amended from time to time, a "Subsidiary Security Agreement"), ----------------------------- substantially in the form of ------------------------------ Exhibit E-4 H-3 hereto, duly executed by each of ----------- the Guarantors (other than ----------- EKNthe Partners, the Parent and the D-, E- and FOmnipoint C-Block Subsidiary Parent, the Omnipoint E-Block Subsidiary Parent and D&E), each of which, among other things, grants to the Collateral Administrative Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor as the Lenders may request. (includingd) a pledge agreement (as amended from time to time, an "Omnipoint C- ----------- Block Subsidiary Parent Pledge Agreement"), in substantially the case form of any Operating Subsidiary---------------------------------------- Exhibit H-4, duly executed by the Omnipoint C-Block Subsidiary Parent, ----------- that, among other things, pledges to the Administrative Agent for the benefit of the Secured Parties all issued and outstanding Stock of each the Omnipoint C-Block Subsidiary; (e) a pledge agreement (as amended from time to time, the "Omnipoint --------- E-Block Subsidiary Parent Pledge Agreement"), in substantially the form of its Subsidiaries that is a License ------------------------------------------ Exhibit H-5, duly executed by the Omnipoint E-Block Subsidiary or an Operating SubsidiaryParent, but in the case of any License Subsidiary----------- that, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as among other things, pledges to the Administrative Agent may request; and together with copies of each for the benefit of the following items previously executed Secured Parties all issued and delivered in favor outstanding Stock of the Collateral AgentOmnipoint E-Block Subsidiary; and (f) a pledge agreement (as amended from time to time, or as the "D&E Pledge ---------- Agreement"), in substantially the form of Exhibit H-6, duly executed by D&E --------- ----------- that, among other things, pledges to the Administrative Agent may reasonably require in connection with this Agreementfor the benefit of the Secured Parties all issued and outstanding Stock of the D&E License Subsidiary. Each such agreement shall be accompanied by: (1i) if applicable, certificates representing the shares or units of Stock pledged under such Security AgreementsAgreement, accompanied by undated stock powers executed in blank;, (2ii) duly executed financing statements previously filed or to be filedstatements, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements Agreement covering the Collateral described in such Security Agreements;Agreement, (3iii) evidence of any insurance required by the terms of such Security Agreements; andAgreement, (4iv) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements Agreement has been taken.

Security Agreements. the Borrower shall have delivered to the Administrative Agent copies of each of the following:: -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has been taken.

Security Agreements. the Borrower shall have delivered to the Administrative Agent copies of each of the following: (ia) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets Each of the Borrower and its Domestic Subsidiaries (including without limitation all issued other than the Sonab Entities) shall duly execute and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges deliver to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated one or more security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement")agreements, substantially in the form of ------------------------------ Exhibit E-4 hereto4.3(a) hereto (each, duly executed as amended, supplemented or modified from time to time in accordance with its terms, a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Obligations, in each case, as amended, modified or supplemented from time to time, collectively referred to as the "Security Documents"), and to the extent requested in writing by the Guarantors Agent (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parentexcept as provided in Section 8.19(a) hereof), each all consents of which, among other things, grants third parties necessary to permit the Collateral Agent for the benefit effective granting of the Secured Parties a Lien on Liens created in such assets of such Guarantor security agreements (including, without limitation, a landlord's waiver and certificate (each a "Landlord's Certificate") in the case of any Operating Subsidiary, all issued and outstanding Stock respect of each of its Subsidiaries that is property subject to a License Subsidiary or an Operating SubsidiaryLease), but in each case, in form and substance reasonably satisfactory to the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementtogether with: (1A) if applicable, certificates representing evidence of the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code completion of all other jurisdictions recordings and filings of or with respect to the Security Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests Liens created under such Security Agreements covering the Collateral described in such Security Agreements;thereby, (3B) evidence of any the insurance required by the terms of any Security Document or this Agreement, (C) to the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such Security Agreements; assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Borrower, and (4D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first Liens created by the Security Documents (and the priority liens and security interests created under of such Security Agreements Liens required hereunder) has been taken. (b) The Agent shall have received (unless otherwise consented to in writing by the Agent) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Documents.

Security Agreements. the The Borrower shall have delivered to ------------------- the Administrative Agent and each Lender copies of each of the following: (ia) an amended and restated a security agreement (as amended from time to time, the "Borrower -------- Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly ------------------ ----------- executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (iib) an amended and restated a pledge agreement (as amended from time to time, the "Parent ------ Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed ---------------- ----------- by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iiic) an amended and restated [Intentionally omitted.] (d) a pledge agreement (as amended from time to time, a "D-, E- and F-F- ------------ Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3--------------------------------- ------- E-4, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other --- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- F-Block Subsidiary; and; (ive) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii(S)6.18(b), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ ----------------------------- Exhibit E-4 E-5 hereto, duly executed by the Guarantors (other than the ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent Lenders may request; and in each case together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementwith: (1) if applicable, certificates representing the any shares of Stock pledged under such Security AgreementsAgreement, accompanied by undated stock powers executed in blank;, (2) duly executed financing statements previously filed or to be filedstatements, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements Agreement covering the Collateral described in such Security Agreements;Agreement, (3) evidence of any insurance required by the terms of such Security Agreements; andAgreement, (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements Agreement has been taken.

Security Agreements. On the Effective Date, (i) Holdings shall have duly authorized, executed and delivered the Holdings Security Agreement in the form of Exhibit H-1 (as amended, modified or supplemented from time to time, the "Holdings Security Agreement"), (ii) the Borrower shall have duly authorized, executed and delivered to the Administrative Agent copies Borrower Security Agreement in the form of each of the following: (i) an amended and restated security agreement Exhibit H-2 (as amended amended, modified or supplemented from time to time, the "Borrower Security Agreement")) and (iii) each Subsidiary Guarantor shall have duly authorized, executed and delivered the Subsidiary Security Agreement in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement H-3 (as amended amended, modified or supplemented from time to time, the "Parent Pledge Subsidiary Security Agreement"), in substantially each case covering all of such Credit Party's present and future Security Agreement Collateral, together with: (i) proper Financing Statements (Form UCC-1 or the form ----------------------- equivalent) fully executed for filing under the UCC or other appropriate filing offices of Exhibit E-2each jurisdiction as may be necessary or, duly executed in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement; (ii) certified copies of Form UCC-11 search results, or equivalent reports, listing all effective financing statements that name any Credit Party or any of its Subsidiaries as debtor and that are filed in the Parentjurisdictions referred to in clause (i) above, that, among together with copies of such other ----------- things, pledges financing state- ments that name any Credit Party or any of its Subsidiaries as debtor (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or 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 the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parentfiling); (iii) an amended evidence of the completion of all other recordings and restated pledge agreement (filings of, or with respect to, each Security Agreement as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement")may be necessary or, in ---------------------------------------------- substantially the form reasonable opinion of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for Agent, desirable to perfect the benefit of the Secured Parties all issued and outstanding Stock of security interests intended to be created by each D-, E- and F- Block Subsidiarysuch Security Agreement; and (iv) amended and restated security agreements (together with each evidence that all other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (includingactions necessary or, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor reasonable opinion of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests purported to be created under such by each Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has Agreement have been taken.

Security Agreements. On the Effective Date, (i) Holdings shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I-1 (as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Holdings Security Agreement") covering all of Holdings' present and future Security Agreement Collateral, (ii) the Borrower shall have duly authorized, executed and delivered to a Security Agreement in the Administrative Agent copies form of each of the following: (i) an amended and restated security agreement Exhibit I-2 (as amended amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Borrower Security Agreement")) covering all of the Borrower's present and future Security Agreement Collateral, (iii) each Subsidiary of Holdings (other than the Borrower) shall have duly authorized, executed and delivered a Security Agreement in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement I-3 (as amended amended, modified, extended, renewed, replaced, restated or supplemented from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets ) covering all of such Guarantor Subsidiaries' present and future Security Agreement Collateral, and (including, iv) in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiarythe Security Agreements, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with shall have received: (a) executed copies of Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreements; (b) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements that name Holdings or any Subsidiary of Holdings, or Osbo▇▇ or any Subsidiary of Osbo▇▇, ▇▇ debtor and that are filed in any jurisdiction where a filing may be necessary or, in the following items previously executed and delivered in favor opinion of the Collateral Agent, or as desirable to perfect the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under security interest purported to be created by such Security AgreementsAgreement, accompanied by undated stock powers executed in blank; (2) duly executed together with copies of such financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code (none of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering which shall cover the Collateral described except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such Security Agreements; (3) evidence of any insurance other termination statements as shall be required by the terms of such Security Agreementslocal law); and (4c) evidence that of the completion of (or the arrangement for) all other action that recordings and filings of, or with respect to, the Administrative Agent respective Security Agreement as may deem be necessary or or, in the reasonable opinion of the Collateral Agent, desirable in order to perfect and protect the first priority liens and security interests intended to be created under by such Security Agreements has been takenAgreement.

Security Agreements. (a) Each of Finlay and its Domestic Subsidiaries (other than the Borrower Sonab Entities) shall have delivered duly execute and deliver to the Administrative Agent copies of each of the following: (i) an amended and restated one or more security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement")agreements, substantially in the form of ------------------------------ Exhibit E-4 hereto4.3(a) hereto (each, duly executed by as amended, supplemented or modified from time to time in accordance with its terms, a "Security Agreement", and, together with the Guarantors (other than ----------- EKNPledge Agreements, Mortgages, Leasehold Mortgages, the Parent Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the D-Cash Collateral Agreement, E- the Collecting Bank Agreements, and F-Block Subsidiary Parentany other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Obligations, in each case, as amended, modified or supplemented from time to time, collectively referred to as the "Security Documents"), each and (except as provided in Sections 8.19(a) and 8.27 hereof), all consents of which, among other things, grants third parties necessary to permit the Collateral Agent for the benefit effective granting of the Secured Parties a Lien on Liens created in such assets of such Guarantor security agreements (including, without limitation, a landlord's waiver and certificate (each a "Landlord's Certificate") in the case of any Operating Subsidiary, all issued and outstanding Stock respect of each of its Subsidiaries that is property subject to a License Subsidiary or an Operating SubsidiaryLease), but in each case, in form and substance reasonably satisfactory to the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementtogether with: (1A) if applicable, certificates representing evidence of the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code completion of all other jurisdictions recordings and filings of or with respect to the Security Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests Liens created under such Security Agreements covering the Collateral described in such Security Agreements;thereby, (3B) evidence of any the insurance required by the terms of any Security Document or this Agreement, (C) to the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such Security Agreements; assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Borrower, and (4D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first Liens created by 57 the Security Documents (and the priority liens and security interests created under of such Security Agreements Liens required hereunder) has been taken. (b) The Agent shall have received (unless otherwise consented to in writing by the Agent) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Documents.

Security Agreements. As general and continuing security for the payment of all amounts owing by the Borrower to the Lenders hereunder and to any Lenders under any Treasury Contracts and the performance of all other obligations of the Borrower to the Lenders, the Borrower: (a) acknowledges that the 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 have delivered 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 and such general security agreement in place of the Original Borrower; (b) will deliver, or cause to be delivered, the following agreements to the Administrative Agent copies of each to be held for the benefit of the followingLenders: (i) an amended and restated at the time of execution hereof, security agreement under Section 427 of the Bank Act (as amended from time to time, the "Borrower Security Agreement"Canada), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) at the time of execution hereof, in addition to the security referred to in Section 13.1(a) above, an amended and restated pledge general security agreement duly executed by the Borrower; (as iii) at the time set out in the Consent and Assignment Agreement, an amended from time to time, the "Parent Pledge and restated Guarantee and Postponement Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges Guarantor; (iv) from time to the Collateral Agent for the benefit of the Secured Parties all issued time a guarantee and outstanding Stock postponement agreement from each Subsidiary of the Borrower owned by in respect of the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges Borrower’s obligations to the Collateral Agent Lenders, along with such collateral security for such guarantee and postponement agreement as the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block SubsidiaryLenders may require; and (ivv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii)at the time of execution hereof, in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in copies of all insurance policies or binders covering the form assets of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants Borrower subject to the Collateral Agent for Security Agreements showing Royal Bank of Canada as first loss payee and containing a mortgage clause acceptable to the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, Lenders. The agreements and documents referred to in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) this Section 13.1 are herein referred to as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such “Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code of all other jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements covering the Collateral described in such Security Agreements; (3) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under such Security Agreements has been taken”.

Security Agreements. The Administrative Agent and the Lenders shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by the Borrower shall have delivered to the Administrative Agent copies of and each of the followingMaterial Subsidiary, together with: (ia) an amended and restated security agreement certificates (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Stock of Capital Securities owned by the Borrower or any Guarantor in in any Subsidiaries, which certificates in each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement: (1) if applicable, certificates representing the shares of Stock pledged under such Security Agreements, shall be accompanied by undated stock powers instruments of transfer duly executed in blank; (2b) duly executed financing statements previously filed or to be filed, suitable in proper form for filing under naming the Uniform Commercial Code of all other jurisdictions that Borrower and each Material Subsidiary 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 deem be necessary or, in the opinion of the Administrative Agent or any Lender, desirable in order to perfect and protect the first priority liens and security interests created under such of the Administrative Agent and the other Secured Parties pursuant to the Security Agreements covering the Collateral described in such Security AgreementsAgreement; (3c) evidence UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any insurance required by Person, except for Liens permitted pursuant to Section 8.3, (i) in any assets of the terms Borrower or any Subsidiary or (ii) securing any of the Indebtedness identified in Schedule 8.2(b)(i) to the Disclosure Letter, together with such other UCC Form UCC-3 termination statements as the Administrative Agent or any Lender may reasonably request from the Borrower or any Subsidiary; (d) landlord access agreements and bailee letters in form and substance satisfactory to each of the Agents from each landlord to the Borrower or any Material Subsidiary and each other Person that has possession of any Collateral (as defined in the Security AgreementsAgreement); and (4e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other action that similar accounts of the Administrative Agent may deem necessary or desirable in order to perfect Borrower and protect the first priority liens and security interests created under such Security Agreements has been takeneach Material Subsidiary are Controlled Accounts (other than Excluded Accounts).

Security Agreements. the Borrower shall have delivered (a) Notwithstanding anything to the Administrative Agent copies of each of the following: (i) an amended and restated security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the --------------------------- form of Exhibit E-1, duly executed by the Borrower, that, among ----------- other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form ----------------------- of Exhibit E-2, duly executed by the Parent, that, among other ----------- things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in ---------------------------------------------- substantially the form of Exhibit E-3, duly executed by the D-, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially contrary in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors SB-Newco Call Option Security Agreement (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (includingor, in the case event the Closing Date does not occur, the Replacement SB-Newco Call Option Security Agreement), no modification, waiver or amendment thereof shall be effective without the prior written consent of any Operating Subsidiary, all issued and outstanding Stock DT (or a subsidiary of each of its Subsidiaries DT that is a License Subsidiary Newco Optionholder) for so long as DT (or an Operating Subsidiarysuch subsidiary of DT) is a Newco Optionholder. (b) In the event the Closing Date does not occur on or prior to June 26, but in 2020, the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of respective Parties to each of the following items previously executed agreements described below shall, as promptly as practicable (and delivered in any event no later than the earlier of (x) the entry into of any margin loan secured, directly or indirectly, by any Common Stock held by SoftBank or any of its subsidiaries (a “Specified Margin Loan”) and (y) July 3, 2020, duly execute and deliver (i) a pledge and security agreement in respect of the SB-Newco Call Option to create in favor of the Collateral AgentOptionholder (as defined in the SB-Newco Call Option Agreement) a security interest in all right, or title and interest of the Grantor (as defined in the Administrative Agent may reasonably require SB-Newco Call Option Agreement) in connection with this Agreement: (1) if applicable, certificates representing the an amount of shares of Common Stock pledged under such Security Agreements, accompanied by undated stock powers executed equal to the number of Option Shares (as defined in blank; (2the SB-Newco Call Option Agreement) duly executed financing statements previously filed or to be filed, in proper form for filing exercisable under the Uniform Commercial Code of all other jurisdictions that SB-Newco Call Option and any proceeds thereof (the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens “Replacement SB-Newco Call Option Security Agreement”), (ii) a pledge and security interests created under such agreement in respect of the Newco-DT Call Option to create in favor of the Optionholder (as defined in the Newco-DT Call Option Agreement) a security interest in all right, title and interest of the Grantor (as defined in the Newco-DT Call Option) in the SB-Newco Call Option and Replacement SB-Newco Call Option Security Agreements covering the Collateral described in such Security Agreements; Agreement and any proceeds thereof and (3iii) evidence of any insurance required by the terms of such Security Agreements; and (4) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens a pledge and security interests created agreement in respect of the SB-DT Call Option to create in favor of the Optionholder (as defined in the SB-DT Call Option Agreement) a security interest in all right, title and interest of the Grantor (as defined in the SB-DT Call Option Agreement) in an amount of shares of Common Stock equal to the number of Option Shares (as defined in the SB-DT Call Option Agreement) exercisable under such Security Agreements has been takenthe SB-DT Call Option and any proceeds thereof.

Security Agreements. (a) Each of the Borrower Credit Parties shall have delivered duly execute and deliver to the Administrative Agent copies one or more security agreements, pledges or assignments, substantially in the form of Exhibit 8.1 hereto (each as amended, supplemented or otherwise modified from time to time in accordance with its terms, a "Security Agreement" and, together with the Mortgages, the Collection Account Agreements, the Concentration Account Agreement, the Lock- Box Agreements, and any other agreement now existing or hereafter created providing collateral security for the payment or performance of the following: (i) an amended and restated security agreement (any Lender Debt, in each case, as amended amended, modified or supplemented from time to time, collectively referred to as the "Borrower Security AgreementDocuments"), and all consents of third parties necessary to permit the effective granting of the Liens created in substantially such security agreements, in form and substance satisfactory to the --------------------------- form of Exhibit E-1Agent, duly executed as may be required by the Borrower, that, among ----------- other things, grants Agent to grant to the Collateral Agent for the benefit of the Secured Parties Agent and the Lenders, except to the extent otherwise permitted under Section 13.2 hereof, a Lien valid, perfected and enforceable first priority lien on such assets and security interest in all present and future Collateral, including but not limited to, Inventory, accounts (to the extent arising from the sale or lease of Inventory or the Borrower providing of services) (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request; (ii) an amended and restated pledge agreement (as amended from time to time, the "Parent Pledge AgreementPledged Accounts"), in substantially the form ----------------------- each case, of Exhibit E-2such Credit Party or such Credit Party's Subsidiaries, duly executed by the Parentwherever located, thatand all proceeds thereof, among and a valid perfected second priority security interest in all cash registers and scanning systems, and all books and records, including, without limitation, computer records, disks, tapes and other ----------- thingsmedia in which any information relating to Inventory, pledges inventory control systems or such accounts is stored or recorded and all computer software, management information systems and other systems and copies of every kind thereof relating to the Collateral Agent for the benefit of the Secured Parties Inventory, inventory controls or such accounts and all issued customer lists ("Records and outstanding Stock of the Borrower owned by the Parent; (iii) an amended and restated pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge AgreementOther Property"), in ---------------------------------------------- substantially the form each case, of Exhibit E-3such Credit Party or such Credit Party's Subsidiaries, duly executed by the D-wherever located, ----------- E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F- Block Subsidiary; and (iv) amended and restated security agreements (together with each other security agreement delivered pursuant to Section 8.1(o)(ii)proceeds thereof, in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of ------------------------------ Exhibit E-4 hereto, duly executed by the Guarantors (other than ----------- EKN, the Parent and the D-, E- and F-Block Subsidiary Parent), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties extent a Lien on therein is granted in such assets of such Guarantor (includingSecurity Documents, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary, but in the case of any License Subsidiary, excluding any assets for which the grant of such a Lien would violate applicable FCC regulations) as the Administrative Agent may request; and together with copies of each of the following items previously executed and delivered in favor of the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreementwith: (1i) if applicable, certificates representing evidence of the shares of Stock pledged under such Security Agreements, accompanied by undated stock powers executed in blank; (2) duly executed financing statements previously filed or to be filed, in proper form for filing under the Uniform Commercial Code completion of all other jurisdictions recordings and filings of or with respect to the Security Documents that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests Liens created under such Security Agreements covering the Collateral described in such Security Agreements; thereby, (3ii) evidence of any the insurance required by the terms of any Security Document, (iii) copies of each assigned agreement, if any, referred to in any Security Document, together with a consent to such Security Agreements; and assignment in form and substance satisfactory to the Lenders, duly executed by each party to such assigned agreements other than Borrower, and (4iv) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests Liens created under such by the Security Agreements Documents has been taken. (b) The Agent shall have received acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of the initial borrowing hereunder under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Documents, covering the collateral described in the Security Documents.