Common use of Security Agreements Clause in Contracts

Security Agreements. The due and punctual payment of the principal of and Fixed Interest, but not Contingent Interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The 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 Trustee the security interest in the Collateral contemplated hereby, by the Security 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 shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, 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 Liens permitted by the Security Agreements).

Security Agreements. The due and punctual payment of the principal Accreted Value of and Fixed Interest, but not Contingent Interest, interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at the Principal Maturity Date maturity, by acceleration acceleration, repurchase, redemption or by prepayment in accordance with Section 3.07otherwise, 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 (excluding any Company, the Parent Guarantor and all obligations with respect to any Contingent Interest) the Subsidiary Guarantors to the Holders of Notes, the Trustee Notes or the Collateral Trustee under this Indenture, the Security Agreements Notes and the NotesIndenture Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in (a) the FCC License Subsidiary Security Agreements Agreement attached as Exhibit C hereto which the Company has entered into simultaneously with the execution of this IndentureIndenture 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder their terms and authorizes and directs the Trustee and the Collateral Trustee Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company 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 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 Trustee 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 Company, the Parent Guarantor and each of the Subsidiary Guarantors shall take, or shall cause its Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause under the Security Agreements to create and maintain, as security for the Obligations of the Company 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 Trustee Agent for the ratable benefit of the Holders of NotesNotes and the holders of such other Indebtedness, 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 Liens permitted by the Security Agreements)Permitted Liens.

Security Agreements. The due and punctual payment of the principal of of, premium, if any, interest (including Additional Amounts, if any, and Fixed Special Interest, but not Contingent Interestif any) on, 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 Date, at the Principal Maturity Date Stated Maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, purchase or by prepayment in accordance with Section 3.07otherwise, 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 (excluding any and all obligations with respect to any Contingent Interest) Issuer to the Holders of Notes, the Trustee Secured Notes or the Collateral Trustee under this Indenture, the Security Agreements Secured Notes and the NotesSecurity Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which Agreements, (i) by a pledge to the Company has entered into simultaneously Collateral Agent in favor of the Trustee for its benefit and the Holders of Secured Notes, of an undivided 53% interest in the Issuer Loans and all the Issuer's right, title and interest in and to the Mitsubishi Documents and the security for the Issuer Loans provided for in the Mitsubishi Loan Collateral Agreements; and (ii) by a pledge to the Reserve Account Agent in favor of the Trustee for its benefit and the benefit of the Holders of Secured Notes, of interest in the Reserve Account and the Reserve Account Property and any other cash of the Issuer that is required by the terms of this Indenture or any Security Agreement to be deposited with the execution of this IndentureTrustee or the Reserve Account Agent. Each Holder of NotesHolder, by its acceptance thereofof a Secured Note, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms thereof and hereof and authorizes and directs the Collateral Trustee to enter into each of the Security Agreements to 128 which it is expressed to be a party and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company shall Issuer 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 Agreements, to assure and confirm to the Trustee Collateral Agent, the Reserve Account Agent and the Collateral Trustee the security interest Liens in the Collateral contemplated hereby, hereby and by the Security Agreements or any part thereofAgreements, 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 Notes secured herebySecured Notes, as applicable, according to the intent and purposes herein and therein expressed. The Company Issuer shall to the fullest extent permitted by law take, or shall cause its Subsidiaries to take upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunderIssuer under this Indenture, a the Secured Notes and the Security Agreements to be valid and enforceable enforceable, perfected Lien (except as expressly provided herein and therein), Liens in and on all the Collateral, Collateral in favor of the Trustee, the Reserve Account Agent or a Collateral Trustee Agent, as applicable, for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Secured Notes, 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 Liens permitted by the Security Agreements).

Security Agreements. The due and punctual payment of the principal of and Fixed Interestinterest and Liquidated Damages, but not Contingent Interestif any, on the First Mortgage Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at the Principal Maturity Date maturity, by acceleration acceleration, repurchase, redemption or by prepayment in accordance with Section 3.07otherwise, 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 (excluding any and all obligations with respect to any Contingent Interest) the Guarantors to the Holders of Notes, the Trustee First Mortgage Notes or the Collateral Trustee under this Indenture, the Security Agreements Indenture and the First Mortgage Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements and the Guarantees which the Company has and the Guarantors have entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit G hereto. Each Holder of First Mortgage Notes, by its acceptance thereof, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms and authorizes and directs the Collateral Trustee Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Guarantors shall deliver to the Trustee, in its capacity as both Trustee and Collateral Agent, all documents 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 Trustee Agent, the security interest in the Collateral contemplated hereby, by the Security 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 and the Guarantors shall take, or shall cause its Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Trustee Agent for the ratable benefit of the Holders of First Mortgage Notes, 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 other Liens (other than Liens permitted by the Security Agreements)Permitted Liens.

Security Agreements. The due Lender shall have received the Borrower Security Agreement, duly executed by the Borrower, and punctual payment the Subsidiary Security Agreement, executed by each Guarantor, each dated as of the principal Closing Date, together with: copies of Uniform Commercial Code financing statements (Form UCC-1), naming the applicable Obligor as a debtor and Fixed Interest, but not Contingent Interest, on the Notes when and Lender as the same shall secured party, or other similar instruments or documents, to be due and payable, whether on an Interest Payment Date, at filed under the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance Uniform Commercial Code of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things jurisdictions as may be necessary or, in the opinion of the Lender, desirable to perfect the security interests of the Lender pursuant to the applicable Security Agreement; copies of proper Uniform Commercial Code Form UCC-2 termination statements necessary to release all Liens and other rights of any Person in any collateral described in such Security Agreement previously granted by any Person, together with evidence that the Borrower or properapplicable Obligor has the authority to file such termination statements, and such other Uniform Commercial Code Form UCC-2 termination statements as the Lender may reasonably request from such Obligors; and certified copies of Uniform Commercial Code search results, or a similar search report certified by a party acceptable to the Lender, 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 may the debtor and which are filed in the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of such financing statements. the Lender and its counsel shall be required by satisfied that the provisions Lien granted to the Lender in the collateral described above is a first priority (or local equivalent) security interest (subject to the filing of the Security Agreements, to assure documents described in clause f(i) above); and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security 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 shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected no other effective Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, 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 Liens permitted by under Section 8.3) exists on any of the Security Agreements)collateral described above other than the Lien created in favor of the Lender pursuant to a Loan Document.

Security Agreements. The due Company and punctual payment the Subsidiary Guarantors shall have executed and delivered a perfection certificate dated as of the principal of Closing Date (the “Perfection Certificate”) in form and Fixed Interest, but not Contingent Interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) substance reasonably satisfactory to the Holders of Notes, the Trustee or Purchasers and the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured Agent. Except as otherwise provided for in the Security Agreements which Agreements, the Company has Indenture or the other documents entered into simultaneously with in connection therewith, the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents Representatives and agrees to the terms Collateral Agent shall have received each of the Security Agreements (includingexcluding the Mortgages, without limitationin 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 provisions providing for foreclosure Purchasers and release the Collateral Agent, and all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all of Collateral) as the Notes Collateral (excluding the real property collateral, to the extent the same may 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 Uniform Commercial Code financing statements in appropriate form for filing; each such document shall be executed by the Company and each other party thereto, and each such document shall be in full force and effect or may be amended from time to time in accordance with its terms, appoints and evidence that all of the liens of third parties on the Notes Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required have been released (other than certain liens permitted by the provisions of Indenture or the Security Agreements, to assure and confirm to the Trustee and the Collateral Trustee the security interest 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 judgment lien searches or equivalent reports or searches each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificate or that the Representatives reasonably deem necessary or appropriate, none of which encumber the Notes Collateral contemplated hereby, 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, in the reasonable discretion of the Purchasers after consultation with the Company) and (ii) reasonably acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of any part thereofapplicable recording taxes, as from time to time constitutedfees, so as to render the same available charges, costs and expenses required for the security and benefit recording of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain(excluding the Mortgages, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, 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 Liens permitted which shall be governed by the Security AgreementsSection 5(l)).

Security Agreements. The due and punctual payment of the principal of and Fixed Interestinterest and Liquidated Damages, but not Contingent Interestif any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at the Principal Maturity Date maturity, by acceleration acceleration, repurchase, redemption or by prepayment in accordance with Section 3.07otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee Notes or the Collateral Trustee under this Indenture, the Security Agreements Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which the Company has and certain of its Restricted Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms and authorizes and directs the Collateral Trustee Agent to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company 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 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 Trustee Agent the security interest in the Pledged Collateral contemplated hereby, by the Security 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 shall take, or shall cause its Restricted Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien or second priority Lien, as the case may be, in and on all the Pledged Collateral, in favor of the Collateral Trustee Agent for the ratable benefit of the Holders of Notes, 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 other Liens (other than Liens permitted by the Security Agreements)Permitted Liens.

Security Agreements. The due and punctual payment of the principal of and Fixed interest and Special Interest, but not Contingent Interestif any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at the Principal Maturity Date maturity, by acceleration acceleration, repurchase, redemption or by prepayment in accordance with Section 3.07otherwise, and interest on the overdue principal of and interest and Special Interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company (excluding any Issuer and all obligations with respect to any Contingent Interest) the Guarantros to the Holders of Notes, the Trustee Notes or the Collateral Trustee under this Indenture, the Security Agreements Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Security Agreements security documents which the Company has Issuer and the Guarantors have entered into simultaneously in connection with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements security documents (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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms and authorizes and directs the Collateral Trustee collateral trustee to enter into the Security Agreements security documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Issuer and the Guarantors will deliver to the Trustee copies of all documents delivered to the collateral trustee pursuant to the security documents, and 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 Agreementssecurity documents, to assure and confirm to the Trustee and the Collateral Trustee collateral trustee the security interest in the Collateral contemplated hereby, by the Security Agreements security documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Company shall will take, or shall and will cause its respective Subsidiaries to take any and all actions reasonably required under applicable law to cause the Security Agreements security documents to create and maintain, as security for the Obligations of the Issuer and the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Trustee collateral trustee for the ratable benefit of the Holders of Notes, 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 other Liens (other than Liens permitted Permitted Liens). Each Holder of the Notes, by acceptance of the Notes, hereby authorizes the Trustee and the collateral trustee, as applicable, on behalf of and for the benefit of the Holders, to be the agent for and representative of the Holders with respect to the Note Guarantees, the Collateral and the security documents. Anything contained in any of the Note Documents to the contrary notwithstanding, each Holder hereby agrees that no Holder or the Trustee shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies of the Trustee hereunder may be exercised solely by the Security AgreementsTrustee in accordance with the terms hereof and all powers, rights and remedies in respect of the Collateral under the security documents may be exercised solely by the collateral trustee. For the purposes of the grant of security under the laws of the Province of Québec which may now or in the future be required to be delivered by the Issuer or any of the Guarantors, each Holder of the Notes, by acceptance of the Notes, hereby irrevocably authorizes and appoints the collateral trustee to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) in order to hold any hypothec granted under the laws of the Province of Québec as security for the Notes or any debenture, bond or other title of indebtedness that may be issued by the Issuer or any Guarantor pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under such deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any of the Issuer or any Guarantor of any such debenture, bond or other title of indebtedness as security for any obligations referred to above in this Section 12.02, the collateral trustee shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, custodian and pledgee for its own account and for the benefit of the Trustee and all Holders of the Notes (collectively, the “Secured Creditors”), the whole notwithstanding the provisions of Section 32 of An Act respecting the Special Powers of Legal Persons (Québec). The execution prior to the date hereof by the collateral trustee of any deed of hypothec made pursuant to the laws of the Province of Québec, is hereby ratified and confirmed. Each Holder of the Notes, by acceptance of the Notes, shall be deemed to have consented to and ratified the foregoing appointment of the collateral trustee as fondé de pouvoir, agent and custodian on behalf of all Secured Creditors. For greater certainty, the collateral trustee, acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the collateral trustee in the Collateral Trust Agreement or hereunder, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor collateral trustee, such successor collateral trustee shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir) as set out above and as agent and custodian on behalf of the Secured Creditors. The collateral trustee agrees to act in each of the aforementioned capacities.

Security Agreements. The In order to secure the due and punctual payment of the principal of and Fixed InterestSecured Obligations, but not Contingent Interest, (i) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Issue Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which the Company has entered into simultaneously with the execution and delivery of this Indenture. Each Holder of Notes, by its acceptance thereof(x) the Issuer has executed and delivered the Security Agreement, consents the Samsung Construction Contract Assignment and agrees a deposit account control agreement with respect to the terms Earnings Account and (y) Pacific Drillship (Gibraltar) Limited has executed 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 Security 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, has a first-priority perfected Lien therein, including, without limitation, entering into Foreign Security Documents (as defined in the provisions providing for foreclosure and release Security Agreement). For the avoidance of Collateral) as the same may be in effect or may be amended from time to time in accordance with its termsdoubt, appoints the Collateral Trustee Grantors shall not be required to act as the "Collateral Trustee" thereunder grant a security interest in, and authorizes and directs the Collateral Trustee shall not include, any Excluded Property, the Collateral Grantors shall not be required to enter into execute an assignment of any Drilling Contract, and in no event shall the Security Agreements Parent, the Issuer and the Issuer Subsidiary Guarantors be required to perform its obligations take actions to perfect the Collateral Agent’s security interest in trucks, trailers and exercise its rights thereunder in accordance therewithother motor vehicles covered by a certificate of title under the law of any state. The Company Issuer shall, and the Parent or the Issuer, as applicable, shall do 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 cause to be done all such acts and things as 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 actions as are reasonably necessary or proper, or as may be required by the provisions Collateral Agreements to maintain (at the sole cost and expense of the Security Agreements, to assure and confirm to the Trustee and the Collateral Trustee Grantors) the security interest created by the Collateral Agreements in the Collateral contemplated hereby, by the Security Agreements or any part thereof, as from time a first-priority perfected Lien. All references to time constituted, so as a “first-priority perfected Lien” in this Section 11.01(a) shall be understood 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 shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, superior to and prior to the rights of all third Persons other than the Collateral Trustee and those Persons holding First Lien Debt, and be subject to no Liens (other than Liens permitted by the Security Agreements)Permitted Collateral Liens, if any.

Security Agreements. The due and punctual payment of the principal of and Fixed Interestinterest and Liquidated Damages, but not Contingent Interestif any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at the Principal Maturity Date maturity, by acceleration acceleration, repurchase, redemption or by prepayment in accordance with Section 3.07otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee Notes or the Collateral Trustee under this Indenture, the Security Agreements Indenture and the Notes, according to the terms hereunder or thereunder, shall be are secured as provided in the Security Agreements which the Company has entered into simultaneously with the execution of this IndentureIndenture and which are attached as Exxxxxxx X0, X0 and H3. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee 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 and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security 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 shall take, or and shall cause its Subsidiaries to take take, upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected First Priority Lien in and on all the CollateralCollateral (to the extent such Collateral may be perfected pursuant to UCC filings, mortgage filings and domestic intellectual property filings), in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, superior to and prior to the rights of all third Persons (other than the Collateral Trustee and those Persons holding holders of other First Lien Debt, Debt Obligations) and subject to no Liens (other than Liens permitted by the Security Agreements)Permitted Liens.

Security Agreements. The due and punctual payment of the principal of of, premium, if any, interest (including Additional Amounts, if any, and Fixed Special Interest, but not Contingent Interestif any) on, 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 Date, at the Principal Maturity Date Stated Maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, Excess Proceeds Offer, purchase or by prepayment in accordance with Section 3.07otherwise, 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 Issuer and the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee Secured Notes or the Collateral Trustee under this Indenture, the Security Agreements Secured Notes, the Subsidiary Guarantees, and the NotesSecurity Agreements, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which Agreements, (i) by a pledge to the 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 Escrow Account and the 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 execution Trustee or the Escrow Agent; and the Company will xxxxx x Xxxx 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 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 Company will xxxxx x Xxxx pursuant to a Mortgage on the Mortgaged Rig. Each Holder of NotesHolder, by its acceptance thereofof a Secured Note, consents and agrees to the terms of the Security 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 its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder terms thereof and hereof and authorizes and directs the Collateral Trustee to enter into each of the Security Agreements and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Issuer and the Company shall 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 Trustee the security interest Liens in the Collateral contemplated hereby, hereby and by the Security 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 fullest extent permitted by law take, or shall cause its Subsidiaries to take upon request of the Trustee, any and all actions reasonably required to cause the Security Agreements to which it is a party to create and maintain, as security for the Obligations of the Company hereunderIssuer under this Indenture and the Secured Notes, and the Security Agreements to which it is a party, to be valid and enforceable enforceable, perfected Lien (except as expressly provided herein and therein), Liens in and on all the Collateral, Collateral in favor of the Collateral Trustee Trustee, escrow agent or a collateral agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Secured Notes, superior to and prior . The Company shall 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 Liens 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)Agreements to which it is a party for the Obligations of the Company under each Issuer Loan and the Security Agreement related thereto, to be valid and enforceable, perfected, except as expressly provided herein or therein, Liens in favor of the Issuer , escrow agent or a collateral agent for the benefit of the Issuer.

Security Agreements. The due That the Mortgagor hereby grants to the Mortgagee a security interest in, and punctual payment shall execute any and all such documents, including Financing Statements pursuant to the Uniform Commercial Code of the principal State of Florida, as the Mortgagee may request, to preserve and Fixed Interestmaintain the priority of the lien created hereby on the mortgaged property which may be deemed personal property or fixtures, and shall pay to the Mortgagee on demand any reasonable expenses incurred by the Mortgagee in connection with the preparation, execution and filing of any such documents. The Mortgagor hereby authorizes and empowers the Mortgagee to file, on the Mortgagor's behalf, all Financing Statements, and refilings and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve, and protect said lien. When and if the Mortgagor and the Mortgagee shall respectively become Debtor and Secured Party in any Uniform Commercial Code Financing Statement affecting property referred to or described herein, this Mortgage shall be deemed the Security Agreement as defined in said Uniform Commercial Code, and the remedies for any violation of the covenants, terms, and conditions of the agreements herein contained shall be (i) as prescribed herein, (ii) by general law, or (iii) as to such part of the security which is also reflected in said Financing Statement, by the specific statutory consequences now or hereafter enacted and specified in said Uniform Commercial Code, all at Mortgagee's sole election. The filing of such a Financing Statement in the records normally having to do with personal property shall never be construed in any way derogating or impairing this declaration and hereby stated intention of the parties hereto, that all items of personal property used in connection with the production of income from the Premises or adapted for use therein or which are described or reflected in this Mortgage are, and at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as part of the real estate irrespective of whether or not (i) any such item is physically attached to the improvement, (ii) serial numbers are used for the better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with the Mortgagee, or (iii) any such item as referred to or reflected in any such Financing Statement so filed at any time. Similarly, the mention in any such Financing Statement of (l) the rights in or the proceeds of any fire and/or hazard insurance policy, (2) any award in eminent domain proceedings for a taking or for loss of value, or (3) the Mortgagor's interest as lessor in any present or future lease or rights to income growing out of the use or occupancy of the Mortgaged Property, whether pursuant to a lease or otherwise, shall never be construed as in any way altering any of the rights of the Mortgagee as determined by this instrument or expunging the priority of the Mortgagee's lien granted hereby or by any other recorded document, but such mention in the Financing Statement is declared to be for the protection of the Mortgagee in the event any court or judge shall at anytime hold with respect to (1), (2), or (3) that notice of the Mortgagee's priority of interest, to be effective against a particular class of persons, including, but not Contingent Interestlimited to, on the Notes when Federal Government and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Date , by acceleration any subdivisions or by prepayment in accordance with Section 3.07, and interest on the overdue principal entity of the Notes and performance of all other obligations of Federal Government, must be filed in the Company (excluding any and all obligations with Uniform Commercial Code records. With respect to any Contingent Interest) to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Agreements properties described herein which are characterized by law as fixtures or personal property, of whatever nature (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 hereinafter referred to time in accordance with its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into the Security Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The 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 Trustee the security interest in the Collateral contemplated hereby, by the Security 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 shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, 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 Liens permitted by the Security Agreements).") Mortgagor warrants:

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 principal of fixtures and Fixed Interestall proceeds and products thereof, but not Contingent Interest, on the Notes when and as the same which security interest shall be due a first and payable, whether on an Interest Payment Date, at prior interest in all such items except for those Uniform Commercial Code security interests securing Borrower's obligations to Harris under the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and Reimbursement Agrxxxxxx. Said security interest on the overdue principal of the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) to the Holders of Notes, the Trustee or the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured as provided evidenced by a Security Agreement (Equipment) dated the date hereof and executed by Borrower in favor of Bank in the Security Agreements which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, form attached hereto as Exhibit B and incorporated herein by its acceptance thereof, consents and agrees to the terms of the Security Agreements reference (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 its termsbe amended, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder Security Agreement (Equipment)"). Borrower further covenants and authorizes agrees to execute and directs the Collateral Trustee delivery to enter into the Security Agreements Bank any and to perform its obligations all financing statements, continuation statements and exercise its rights thereunder in accordance therewith. The Company shall do or cause to be done all such acts and things other documentation as may be necessary or properrequested by Bank in order to create, or as may perfect and continue said security interest. Borrower's Obligations shall further be required 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 Trustee the security interest Bank in the Collateral contemplated hereby, form attached hereto as Exhibit C and incorporated herein by reference (as the Security Agreements or any part thereof, as same may from time to time constitutedbe amended, so as to render the same available for "Kansas Mortgage") and by the security and benefit Deed of this Indenture and of Trust dated the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, date hereof executed by Borrower in favor of Bank in the Collateral Trustee for form attached hereto as Exhibit D and incorporated herein by reference (as the ratable 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, superior the security interests and liens contemplated thereby. Bank shall have no obligation to make the Term Loan hereunder or to purchase the participation in the Letter of Credit unless 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 Liens permitted by the Security Agreements)until Borrower has fully satisfied these requirements.

Security Agreements. The due Company and punctual payment the Guarantors shall have executed and delivered perfection certificates dated as of the principal of Closing Date (the “Perfection Certificates”) in form and Fixed Interest, but not Contingent Interest, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at the Principal Maturity Date , by acceleration or by prepayment in accordance with Section 3.07, and interest on the overdue principal of the Notes and performance of all other obligations of the Company (excluding any and all obligations with respect to any Contingent Interest) substance reasonably satisfactory to the Holders of Notes, the Trustee or Purchasers and the Collateral Trustee under this Indenture, the Security Agreements and the Notes, according to the terms hereunder or thereunder, shall be secured Agent. Except as otherwise provided for in the Security Agreements which Agreements, the Company has Indenture or the other documents entered into simultaneously with in connection therewith, the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents Representatives and agrees to the terms Collateral Agent shall have received each of the Security Agreements (includingexcluding the Mortgages), without limitationin form and substance reasonably satisfactory to the Purchasers and the Collateral Agent, and all other certificates, agreements or instruments necessary to perfect the provisions providing Collateral Agent’s security interest in all of the Notes Collateral (excluding the real property collateral), including but not limited to, control agreements and Uniform Commercial Code financing statements in appropriate form for foreclosure filing; each such document shall be executed by the Company and release of Collateral) as the same may each other party thereto, and each such document shall be in full force and effect and evidence that all of the liens on the Notes Collateral have been released (other than certain liens permitted by the Indenture, 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 judgment lien searches or may equivalent reports or searches each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are required by the Perfection Certificates or that the Representatives deem necessary or appropriate, none of which encumber the Notes Collateral covered or intended to be amended from time to time in accordance with its terms, appoints the Collateral Trustee to act as the "Collateral Trustee" thereunder and authorizes and directs the Collateral Trustee to enter into covered by the Security Agreements and to perform its obligations (ii) acceptable evidence of payment or arrangements for payment by the Company and exercise its rights thereunder in accordance therewiththe Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Agreements (excluding the Mortgages, which shall be governed by Section 5(n)). The 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 Trustee Guarantors will furnish the security interest in Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Collateral contemplated hereby, by the Security 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 shall take, or shall cause its Subsidiaries to take any and all actions Representatives reasonably required to cause the Security Agreements to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected Lien in and on all the Collateral, in favor of the Collateral Trustee for the ratable benefit of the Holders of Notes, 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 Liens permitted by the Security Agreements)request.