Common use of Security Documents Clause in Contracts

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The payment Lender shall have received executed counterparts of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the each Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral Document (other than the Landlord Consent and the Account Control Agreement with respect to any Collateral the security interest in which is not required to be perfected under investment accounts of the Security DocumentsBorrower) and each other applicable Loan Document, dated as a perfected security interest subject only to Permitted Liens of the date hereof, duly executed and Liens permitted delivered by Section 4.12.each Obligor, together with: (bi) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect delivery of all security interests certificates (in the Collateral case of Equity Interests that are securities (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest as defined in the Collateral NYUCC)) evidencing the issued and outstanding Equity Interests owned by each Obligor that are required to be pledged under this Indenture and the Security Documents within 90 days following Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the Issue Date. With respect to Mortgaged Propertiescase of Equity Interests that are uncertificated securities (as defined in the NYUCC), MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only confirmation and evidence reasonably satisfactory to the extent such deliverables were provided Lender that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Secured Parties in accordance with Articles 8 and 9 of the NYUCC and all Laws otherwise applicable to the holders perfection of the other First-Priority Obligations in connection with their mortgage on pledge of such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, Equity Interests; (ii) an as-is survey financing statements suitable in form for naming each Obligor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the property subject Collateral Agent, desirable to any such mortgage certified perfect the security interests of the Secured Parties pursuant to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, Security Agreement; (iii) customary opinions UCC-3 termination statements, if any, necessary to release all Liens and other rights of counsel addressing such matters as were addressed any Person in any collateral described in the comparable opinions provided to the holders of other First-Priority Obligations, Security Agreement previously granted by any Person; (iv) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of insurance required to be maintained pursuant to each Obligor (other than Excluded Deposit Accounts and the Mortgages and this Indenture, and investment accounts of the Borrower) are Controlled Accounts; and (v) if required by applicable law, flood hazard determination certificates and, if required, notices evidence that all such Controlled Accounts are subject to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageone or more Account Control Agreements.

Security Documents. (a) The payment Each Lender hereby authorizes the Administrative Agent to enter into each of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in and to take all actions contemplated thereby. All rights and remedies under the Security Documents, which Documents may be exercised by the Issuers Administrative Agent for the benefit of the Lenders and the applicable Guarantors entered into on other beneficiaries thereof upon the Issue Date terms thereof. With the consent of the Required Lenders, the Administrative Agent may assign its rights and will be secured by Security Documents hereafter delivered obligations as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings Administrative Agent under any of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense any Affiliate of the Issuers Administrative Agent, and such Affiliate thereafter shall be entitled to (i) all the Restricted Subsidiariesrights of the Administrative Agent under the applicable Security Document and (ii) all rights hereunder of the security interest created by the Security Documents in the Collateral (other than Administrative Agent with respect to any Collateral the security interest in which is not required to be perfected under the applicable Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Document. (b) Notwithstanding In each circumstance where, under any provision of any Security Document, the foregoingAdministrative Agent shall have the right to grant or withhold any consent, MHGE Holdings exercise any remedy, make any determination or direct any action by the Administrative Agent under such Security Document, the Administrative Agent shall use commercially reasonable efforts to perfect all security interests act in respect of such consent, exercise of remedies, determination or action, as the Collateral (other than Excluded Property) on or prior to case may be, with the Issue Date andconsent of and at the direction of the Required Lenders; provided, however, that no such consent of the Required Lenders shall be required with respect to any Collateral (consent, determination or other than Excluded Property)matter that is, for which security interests have not been granted in the Administrative Agent's judgment, ministerial or perfected on administrative in nature. In each circumstance where any consent of or prior direction from the Required Lenders is required, the Administrative Agent shall send to the Issue Date, use commercially Lenders a written notice setting forth a description in reasonable efforts detail of the matter as to cause the taking of additional actions required to grant which consent or perfect the security interest in the Collateral required to be pledged under this Indenture direction is requested and the Security Documents Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within 90 days following five (5) Business Days after the Issue Date. With respect giving of such notice, such Lender shall be deemed to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only have agreed to the extent such deliverables were provided to the holders course of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for action proposed by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The payment All filings and recordings necessary, in the opinion of the principal of and interest and premiumAdministrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant security interests contemplated to be granted to the Notes or by Collateral Agent for the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations benefit of the Issuers and the Guarantors Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents, which the Issuers Documents are in full force and effect and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to maintain be prior). The Administrative Agent shall have received: (at i) Uniform Commercial Code search certificates from the sole cost and expense jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Issuers and Collateral which are prior to the Restricted Subsidiaries) Liens granted to the security interest created by Administrative Agent in this Agreement, the Security Documents in and the Collateral other Loan Documents, except for any such prior Liens (other than with respect to any Collateral the security interest in a) which is not required are expressly permitted by this Agreement to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. prior or (b) Notwithstanding for which the foregoingAdministrative Agent has received a termination statement; (ii) except as otherwise provided in this Agreement, MHGE Holdings shall use commercially reasonable efforts a control agreement for each bank at which the Borrower or any of its Subsidiaries maintains a deposit account, upon terms and provisions satisfactory to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the depositary bank to which addressed; (iii) except as otherwise provided in this Agreement, a control agreement for each securities account at which the Borrower or any of its Subsidiaries maintains a securities account, upon terms and provisions satisfactory to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent and acknowledged by the securities intermediary to which addressed; (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect all security interests the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Administrative Agent may request to establish that the Liens granted to the Collateral (Agent for the benefit of the Secured Parties in this Agreement, the Security Documents and the other than Excluded Property) on or Loan Documents are perfected and prior to the Issue Date and, with respect to any Collateral (Liens of other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Persons in the Collateral required Collateral, except for any such Liens which are expressly permitted by this Agreement to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageprior.

Security Documents. (a) The payment Subject to the receipt of the principal Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of and interest and premiumthe Administrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Liens contemplated to be granted to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been made, including a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be secured as provided filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Issuers Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings depositary bank; (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsiii) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than a Control Agreement with respect to any each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the security interest in which is not required applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to be perfected create and perfect the Liens granted to the Collateral Agent under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.; and (bv) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in such other evidence as the Collateral (other than Excluded Property) on or Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Issue Date and, with respect to any Collateral (Liens of other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Persons in the Collateral required Collateral, except for any such Liens which are expressly permitted by this Agreement to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageprior.

Security Documents. (a) The due and punctual payment of the principal of and interest and premium, if any, on of, and interest on, the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal of and whether interest (to the extent permitted by law), if any, by the Issuers Note Guarantor pursuant to the Notes or by the Guarantors pursuant to the Guaranteesits Guarantee, and the payment and performance of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors Note Guarantor under this Indenture, the Notes, the Guarantees Indenture and the Security Documents (the “Secured Obligations”), shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors Note Guarantor has entered into on simultaneously with the Issue Date execution of this Indenture and will be secured by as provided in the Security Documents hereafter delivered determined as required or permitted by this Indenture. The Issuers shallEach Holder, by its acceptance of a Note, consents and agrees to the terms of each Security Document (including, without limitation, the provisions providing for foreclosure, the provisions providing for release of collateral and the provisions providing for the automatic amendment or waiver of the Security Documents, in each case, pursuant to the terms of the Intercreditor Agreement), as the same may be in effect or may be amended from time to time in accordance with its respective terms, and shall cause each Restricted Subsidiary toauthorizes and directs the Collateral Agent and the Trustee to enter into this Indenture, and each Restricted Subsidiary shallthe Intercreditor Agreement and, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by extent applicable, the Security Documents to maintain (at which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent hereunder shall have only such duties and responsibilities as are explicitly set forth herein, in the sole cost Intercreditor Agreement and expense of in the Issuers respective Security Documents and no others; provided that the Restricted Subsidiaries) the security interest created by Collateral Agent hereunder shall only take action with respect to or under the Security Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, and shall apply any proceeds from the enforcement of any security as set forth therein subject in all cases to the Intercreditor Agreement. The provisions of Article 7 hereof relating to the Trustee acting in such capacity shall apply to the Collateral (other than Agent hereunder to the extent applicable. In addition, the Issuer and the Note Guarantor, jointly and severally, hereby agree to indemnify the Collateral Agent hereunder on the same basis as their indemnity to the Trustee in Article 7 hereof with respect to any Collateral the security interest actions taken or not taken by it in which is not required to be perfected under accordance with this Indenture and the Security Documents) . The Note Guarantor shall do or cause to be done, and the Issuer shall cause the Note Guarantor to do or cause to be done, all such acts and things as a perfected security interest subject only may be necessary or proper, or as may be required by the provisions of the Security Documents or the Intercreditor Agreement, to Permitted Liens assure and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts confirm to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of the Secured Obligations secured hereby, according to the intent and purposes herein and ▇▇▇▇▇▇▇ expressed. The Note Guarantor shall, and the Issuer shall cause the Note Guarantor to, take any and all actions reasonably required to be pledged under this Indenture and cause the Security Documents within 90 days following to create and maintain, as security for the Issue Date. With respect Secured Obligations, valid and enforceable, perfected (except as expressly provided herein or in the Security Documents) Liens in and on all the Collateral, in favor of the Collateral Agent, superior to Mortgaged Propertiesand prior to the rights of all third Persons, MHGE Holdings and subject to no other Liens, other than Permitted Liens as provided herein and therein; provided that, the Collateral Agent’s Lien securing the Secured Obligations shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only be subordinated to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and terms of this Indenture, and (v) if required by applicable law, flood hazard determination certificates Indenture and, if requiredapplicable, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageIntercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of, premium and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment and performance of all other Obligations and the performance of all other obligations of the Issuers Company and the Guarantors to the Holders or the Collateral Agent under this Indenturethe Note Documents, according to the Notesterms hereof or thereof, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which define the Issuers terms of the Security Interests that secure the Obligations. The Collateral Agent and the applicable Guarantors entered into on Company and the Issue Date Holder hereby acknowledge and agree that, as further set forth below, the Collateral Agent will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue hold the effectiveness of such UCC financing statements) and all other actions as are necessary or required by Collateral for the Security Documents to maintain (at the sole cost and expense benefit of the Issuers Noteholders and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Agent. (b) Notwithstanding anything to the foregoingcontrary herein, MHGE Holdings no inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall use commercially reasonable efforts occur, and no Default or Event of Default or other breach of the terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (c) The Holder, by accepting the Note, consents and agrees to perfect the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms and this Note. Subject to the terms of the Security Documents, the Company shall deliver to the Collateral Agent copies of all security interests documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the Security Documents, to provide to the Collateral Agent the Security Interest in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and contemplated by the Security Documents within 90 days following or any part thereof, as from time to time constituted, so as to render the Issue Date. With respect to Mortgaged Propertiessame available for the security and benefit of this Note secured thereby, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only according to the extent such deliverables were provided intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the holders contrary, the provisions of this Section 11.1 are qualified in their entirety by the terms of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy Security Documents and neither the Company nor any Guarantor shall be required pursuant to this Note or policies or marked-up unconditional binder of lender’s title insurance, paid for any Security Document to take any action limited by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageforegoing.

Security Documents. (a) The payment On the Effective Date, each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the principal Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and interest and premiumundated stock powers in the case of capital stock, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents Pledge Agreement shall be secured as provided in the Security Documents, which the Issuers full force and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12effect. (b) Notwithstanding On the foregoingEffective Date, MHGE Holdings each Credit Party shall use commercially reasonable efforts have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect all the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries or a division or operating unit of any such Person as debtor and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries as debtor (none of which shall cover the Collateral except (other than Excluded Propertyx) on or prior to the Issue Date and, those with respect to any Collateral (other than Excluded Property), for which security interests appropriate termination statements executed by the secured lender thereunder have not been granted or perfected on or prior delivered to the Issue DateAgent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, use commercially reasonable efforts or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to cause the taking of additional actions required to grant or perfect the security interest interests intended to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral required Agent, desirable to perfect the security interests purported to be pledged under this Indenture created by the Security Agreement have been taken; and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings Agreement shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations be in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers full force and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageeffect.

Security Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of, premium and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment and performance of all other Obligations of the Issuer and the performance of all other obligations of Note Guarantors to the Issuers and Holders or the Guarantors Trustee under this Indenture, the Notes, the Guarantees Note Guarantees, any Applicable Intercreditor Arrangement and the Security Documents Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the Issuers terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Applicable Intercreditor Arrangement. The Trustee, the Issuer, Holdings and the applicable Subsidiary Guarantors entered into on hereby acknowledge and agree that the Issue Date Notes Collateral Agent holds the Collateral in trust or otherwise for the benefit of the Holders, the Trustee and will be secured by the Notes Collateral Agent and pursuant to the terms of the Security Documents hereafter delivered as required and any Applicable Intercreditor Arrangement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Security Documents (including any other agreements, deeds or permitted by other documents in relation thereto) on behalf of all Holders (expressly including appearing before Spanish notaries to grant or execute any Spanish public document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received, including, but not limited to, amendments or ratifications of this Indenture, the Security Documents or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación) or multiple representation (representación múltiple) and/or conflict of interest (conflicto de intereses)). The Issuers Holders shall, if so requested by the Trustee or the Notes Collateral Agent in relation to any eventual enforcement of any Spanish Security Documents, (i) grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Security Documents and shall cause each Restricted Subsidiary to(ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain). Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any Applicable Intercreditor Arrangement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and any Applicable Intercreditor Arrangement, and each Restricted Subsidiary shallauthorizes and directs the Notes Collateral Agent to: (1) enter into the Security Documents and any Applicable Intercreditor Arrangement and to perform its obligations and exercise its rights thereunder in accordance therewith; (2) perform the duties and exercise the rights and powers and discretion that are specifically given to it under the Security Documents and the Applicable Intercreditor Arrangement, make all filings together with any other incidental rights, powers and discretions (including filings but not limited to the enforcement of continuation statements the Collateral in the terms foreseen in the relevant Security Documents); and amendments (3) execute any waiver, modification, amendment, renewal or replacement or any other document related to UCC financing statements that the Security Documents expressed to be executed by the Notes Collateral Agent. In the event of conflict between any Applicable Intercreditor Arrangement, any of the other Security Documents and this Indenture, the Applicable Intercreditor Arrangement shall control. The Issuer will do or cause to be done all such acts and things as may be necessary reasonably required by the next sentence of this Section 12.01, to continue assure and confirm to the effectiveness of such UCC financing statements) and all other actions as are necessary or required Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to maintain (at time constituted, so as to render the sole cost same available for the security and expense benefit of this Indenture and of the Issuers Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Restricted SubsidiariesNote Guarantors shall, at their sole expense, take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the security interest interests created or intended to be created by the Security Documents in the Collateral (other than with respect to any Collateral the Collateral. Such security interest in which is not required to interests will be perfected created under the Security Documents) as a perfected Documents and other security interest subject only agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to Permitted Liens the Trustee and Liens permitted by Section 4.12the Notes Collateral Agent. (b) Notwithstanding It is understood and agreed that prior to the foregoingDischarge of First Lien Obligations, MHGE Holdings shall use commercially reasonable efforts (x) to perfect all security interests the extent that the Controlling Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of any matters relating to the Collateral (including, without limitation, extensions of time or waivers for the creation and perfection of security interests in, or the obtaining of title insurance, legal opinions or other than Excluded Property) on or prior to the Issue Date and, deliverables with respect to any Collateral particular assets (other than Excluded Property)including in connection with assets acquired, for which security interests have not been granted or perfected on Subsidiaries formed or prior to acquired, after the Issue Date) and any determination that the cost, use commercially reasonable efforts to cause the taking burden, difficulty or consequence of additional actions required to grant obtaining or perfect the perfecting a security interest in a particular asset outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby), the Trustee and the Notes Collateral required Agent shall be deemed to be pledged satisfied with such deliveries and/or documents and the judgment of the Controlling Collateral Agent in respect of any such matters under the applicable Credit Facility shall be deemed to be the judgment of the Trustee and the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: and (iy) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance possessory collateral required to be maintained delivered to the Notes Collateral Agent shall be deemed to be delivered to the Notes Collateral Agent if the same has been delivered to the Controlling Collateral Agent acting as gratuitous bailee of the Notes Collateral Agent pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageApplicable Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of of, premium and interest and premium, if any, on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of, premium and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment and performance of all other Obligations and the performance of all other obligations of the Issuers and Issuer to the Guarantors Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Guarantees Notes and the Security Documents Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. The Trustee, which the Issuers Issuer and the Grantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Trustee and Collateral Agent, if applicable Guarantors to enter into the Security Documents, the Third Lien Intercreditor Agreement and the Junior Intercreditor Agreement, if any, at any time, if applicable (including by way of joinder thereto), and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any First Lien Obligations of any series or any Security Document. The Issuer shall deliver to the Trustee and the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the 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. On or following the Issue Date Date, the Issuer and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallthe Grantor shall execute any and all further documents, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings financing statements (including filings of continuation statements and amendments to UCC financing statements statements), agreements and instruments, and take all further action that may be necessary required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the effectiveness of such UCC financing statementsperfection of) the validity and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense priority of the Issuers and the Restricted Subsidiaries) the security interest interests created or intended to be created by the Security Documents in the Collateral (other than and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to any the perfection of security interests in the Security Documents in the Collateral to the security interest in which is extent not required to be perfected taken with respect to the Credit Agreement. The Issuer and the Grantor shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents) Documents in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as a perfected security interest subject only there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding be taken with respect to the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all perfection of security interests in the Security Documents in the Collateral (other than Excluded Property) on or prior to the Issue Date and, extent not required to be taken with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageCredit Agreement.

Security Documents. (a) The payment All filings and recordings necessary, in the opinion of the principal of and interest and premiumAdministrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Liens contemplated to be granted to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be secured as provided filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Issuers Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings depositary bank; (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsiii) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than a Control Agreement with respect to any each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the security interest in which is not required applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to be perfected create and perfect the Liens granted to the Collateral Agent under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.; and (bv) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in such other evidence as the Collateral (other than Excluded Property) on or Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Issue Date and, with respect to any Collateral (Liens of other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Persons in the Collateral required Collateral, except for any such Liens which are expressly permitted by this Agreement to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageprior.

Security Documents. Each Lender (on behalf of itself and for its Affiliates that may be Secured Interest Rate Hedge Providers) and each other Secured Party (as applicable and other than the Collateral Agent) hereby further authorizes the Collateral Agent on behalf of and for the benefit of the applicable Secured Parties, to be the agent for and representative of the applicable Secured Parties with respect to the Collateral and the applicable Security Documents. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Obligor, the Collateral Agent and each Lender (on behalf of itself and for its Affiliates that may be Secured Interest Rate Hedge Providers) and each other Secured Party (as applicable and other than the Collateral Agent) hereby agrees that (a) The no Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the applicable Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption purchase price for all or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations any portion of the Issuers Collateral sold at any such public sale, to use and apply any of the Guarantors under this Indenture, Obligations as a credit on account of the Notes, purchase price for any collateral payable by a Collateral Agent at such sale or other disposition. Notwithstanding any other provision of the Guarantees and the Security Documents shall be secured as provided in the Security Loan Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and in no event shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than Agent be required to foreclose on, take action with respect to any Collateral or take possession of, the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoingCollateral, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests if, in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking judgment of additional actions required to grant or perfect the security interest in the Collateral required to Agent, such action would be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free violation of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates andor if the Collateral Agent reasonably believes that such action would result in the incurrence of costs, if required, notices to expenses or liabilities by the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageCollateral Agent for which it is not fully indemnified by the Borrower or the Secured Parties.

Security Documents. (ai) The payment results, dated as of a recent date prior to the Effective Date, of searches conducted in the UCC filing records in the jurisdiction in which the Borrower is located, which in each case shall have revealed no Liens with respect to any of the principal Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected first-priority Lien on the Collateral described in the Security Agreement, subject to no other Liens except for Permitted Encumbrances, including the receipt of fully executed Control Agreements as required hereby, and interest the Collateral Access Agreements required to be delivered pursuant to the Security Agreement. (iii) The results, dated as of a recent date prior to the Effective Date, of searches conducted in the PPSA filing records in the provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and premiumis authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, on evidencing all Indebtedness owed to the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by Borrower as of the Issuers Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallAgreement, and shall cause each Restricted Subsidiary toinstruments of transfer, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents endorsed in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date andblank, with respect to any Collateral (other than Excluded Property)such promissory notes; and all documentation, for which security interests have not been granted including UCC Financing Statements, PPSA financing statements or perfected on their equivalent required by law or prior reasonably requested by Administrative Agent to the Issue Datebe filed, use commercially reasonable efforts registered or recorded to cause the taking of additional actions required to grant create or perfect the security interest in the Collateral required Liens intended to be pledged created under this Indenture and the Security Documents within 90 days following Agreement, Canadian Security Agreement, the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following German Security Agreement or the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSwiss Security Agreement.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Issuers and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Subsidiary Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings the Issuers shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded PropertyCollateral) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), Collateral) for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect , unless extended by the Collateral Agent or the administrative agent under the Credit Agreement. (c) In the event that mortgages are not in place on owned real properties (other than Excluded Collateral) to Mortgaged Propertiesbe mortgaged as security for the Notes, MHGE Holdings if any, on or prior to the Issue Date, the Issuers shall use commercially reasonable efforts to deliver cause second-priority mortgages to be recorded with respect to the owned real properties of the Issuers and the Subsidiary Guarantors (other than Excluded Collateral) if any, and, where applicable, to obtain title insurance policies insuring the second-priority mortgages on the properties, in each case, subject to local law limitation in granting of security to more than one secured party, within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for unless extended by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAgent.

Security Documents. (a) The To secure the full and punctual payment when due and the full and punctual performance of the principal obligations of the Company and interest the Subsidiary Guarantors in respect of the Notes and premiumthis Indenture (including the Subsidiary Guarantees), if anythe Company and the Subsidiary Guarantors shall, on the Notes when dueIssue Date: (1) enter into the Collateral Agreement and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, whether register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on an Interest Payment all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, at maturityto secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by acceleration, repurchase, redemption or otherwise and whether by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the Issuers First Lien Administrative Agent in connection with the mortgages granted pursuant to the Notes or by the Guarantors First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the GuaranteesIssue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the payment of all other Obligations Company and the performance of other Grantors shall enter into additional Security Documents and take or cause to be taken all other such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Issuers Company and the Subsidiary Guarantors under this Indenture, in respect of the Notes, this Indenture (including the Guarantees Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents shall be secured as provided in all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, which the Issuers and the applicable Guarantors Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and will foreclosure of Collateral) as each may be secured by Security Documents hereafter delivered as required or permitted by amended from time to time in accordance with their terms and this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Intercreditor Agreement. (be) Notwithstanding In the foregoingevent that security interests in any of the Collateral are not created as of the Issue Date, MHGE Holdings the Company and the other Grantors shall use commercially reasonable efforts to perfect all implement security interests in the arrangements with respect to such Collateral (other than Excluded Property) on or prior to as promptly as reasonably practicable after the Issue Date and(or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, with respect by accepting the Notes, is deemed to any Collateral (other than Excluded Property)acknowledge that, for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest as more fully set forth in the Security Documents, the Collateral required to as now or hereafter constituted shall be pledged under this Indenture for the benefit of all the Holders, the Collateral Agent, the Trustee and the other secured parties described in the Security Documents within 90 days following and that the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following Lien granted in the Issue Date, but only Security Documents relating to the extent such deliverables were provided to the holders Notes in respect of the Trustee, the Collateral Agent, the Holders and such other First-Priority Obligations secured parties is subject to and qualified and limited in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for all respects by the Issuers Security Documents and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to actions that may be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragetaken thereunder.

Security Documents. (a) The payment Administrative Agent shall have received executed counterparts of a Security Agreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor, by accelerationtogether with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption notices or otherwise and whether by the Issuers pursuant any other instruments) required to the Notes be delivered or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors filed under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documentsand evidence satisfactory to it that arrangements have been made with respect to all registrations, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as notices or actions required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by under the Security Documents to maintain (at the sole cost be effected, given or made in order to establish a valid and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: (i) delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under this Indenture the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Documents within 90 days following Agreement has been transferred to and perfected by the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following Administrative Agent and the Issue Date, but only Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the extent such deliverables were provided to the holders perfection of the other First-Priority Obligations in connection with their mortgage on pledge of such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, Equity Interests; (ii) an as-is survey financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the property subject Administrative Agent, desirable to any such mortgage certified perfect the Liens of the Secured Parties pursuant to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, Security Agreement; (iii) customary opinions UCC-3 termination statements, if any, necessary to release all Liens and other rights of counsel addressing such matters as were addressed any Person in any collateral described in the comparable opinions provided to the holders of other First-Priority Obligations, Security Agreement previously granted by any Person; and (iv) evidence of insurance all applicable Short-Form IP Agreements required to be maintained pursuant to provided under the Mortgages Security Agreement, each dated as of the Closing Date, duly executed and this Indenture, and (v) if required delivered by each applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageObligor.

Security Documents. (a) The In order to secure the due and punctual payment of the principal of and interest and premium, if any, on the Notes Notes, when duethe same shall be due and payable, whether on an Interest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant overdue principal of and interest (to the extent permitted by law) on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of Note Obligations, (i) the Issuers Issuer and the Subsidiary Guarantors under have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into Collateral Documents granting the NotesNotes Collateral Agent a Lien, the Guarantees subject only to Permitted Liens, on all property and the Security Documents shall be secured assets (except as provided in the Security DocumentsIntercreditor Agreement) that are subject to a Lien securing any Senior Obligations and (ii) the Issuer and the Subsidiary Guarantors agree that, unless a Collateral Release Event has occurred, they will take all such action as shall be required to ensure that the Note Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on all assets (except as provided in the Intercreditor Agreement) that in the future are subjected to a Lien to secure the Partnership’s existing and future Senior Obligations, which Lien shall be pursuant to documentation in form substantially similar to the Issuers documentation granting the Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Intercreditor Agreement and except for differences consistent with the applicable Guarantors forms of Collateral Documents and entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Date. (b) Notwithstanding This Indenture and the foregoingNotes Collateral Documents (other than the Intercreditor Agreement) are subject to the terms, MHGE Holdings shall use commercially reasonable efforts limitations and conditions set forth in the Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to perfect all security interests have consented and agreed to the terms of each Notes Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture or the Intercreditor Agreement, to have authorized and directed the Notes Collateral Agent to enter into the Notes Collateral Documents to which it is a party, and to have authorized and empowered the Notes Collateral Agent and (through the Intercreditor Agreement) the Controlling Agent to bind the Holders of Notes and other holders of Senior Obligations as set forth in the Collateral (other than Excluded Property) on Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture, the Intercreditor Agreement or prior to the Issue Date and, with respect to Collateral Documents. To the extent that any provision of this Indenture or any Collateral Document is not consistent with or contradicts the Intercreditor Agreement, the Intercreditor Agreement will govern. (other than Excluded Property)c) Any Person which, for which security interests have not been granted or perfected on or prior to after the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged becomes a Subsidiary Guarantor under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, shall, upon becoming a Subsidiary Guarantor under this Indenture, become a party to each applicable Collateral Document (on terms and (vconditions substantially the same as the then current Collateral Documents) if required by applicable law, flood hazard determination certificates and, if required, notices with respect to the record owner assets or property of any improvements in such Person that are Collateral, unless a special flood hazard area, together with evidence of acceptable flood insurance coverageCollateral Release Event has occurred.

Security Documents. The Security Agreement, the Pledge Agreement each as amended and in effect from time to time, and any additional documents evidencing or perfecting the Administrative Agent's lien on the assets of the applicable Borrowers for the benefit of the applicable Lenders (including Uniform Commercial Code financing statements). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers (other than the Senior Subordinated Debt) which has been subordinated and made junior to the payment and performance in full in cash of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of EXHIBIT E (the "SUBORDINATION AGREEMENT") hereto; PROVIDED that (a) The payment at the time such Seller Subordinated Debt is incurred, no Default or Event of the principal Default has occurred or would occur as a result of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallsuch incurrence, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoingdocumentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent and shall contain ALL of the following characteristics: (i) it shall be unsecured, MHGE Holdings (ii) it shall use commercially reasonable efforts bear interest at a rate not to perfect all security interests in exceed the Collateral market rate, (other than Excluded Propertyiii) on or it shall have a final maturity of at least three (3) years, (iv) it shall not require unscheduled principal repayments thereof prior to the Issue Date andmaturity date of such debt, (v) if it has any covenants, such covenants (including covenants relating to incurrence of indebtedness) shall be meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement, (viii) it may be cross-accelerated with respect the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Seller Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower's assets (including in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full in cash prior to any Collateral payment being received by the holders of the Seller Subordinated Debt and (other than Excluded Property)B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause subordination provisions of the taking of additional actions required to grant or perfect the security interest type described in the Collateral required to clauses (xi) and (xii) hereof shall be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided made to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (ivxi) evidence it shall provide that in the event of insurance a payment default under ss.13.1(a) or (b) hereof, the Borrowers shall not be required to paY the principal of, or any interest, fees and all other amounts payable with respect to the Seller Subordinated Debt until the Obligations have been paid in full in cash, (xii) it shall provide that in the event of any other Event of Default, the Lenders shall be maintained permitted to block with respect to the Seller Subordinated Debt for a period of 180 days (A) payments of principal, interest, fees and all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, and (xiii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the prior written consent of the Required Lenders. SENIOR SUBORDINATED DEBT. The senior subordinated Indebtedness of the Borrowers evidenced by the Senior Subordinated Debt Documents in the original principal amount of at least $150,000,000. SENIOR SUBORDINATED DEBT DOCUMENTS. The Indenture, the Senior Subordinated Notes and all other documents, instruments and agreements entered into or executed in connection therewith, in each case, subject to terms and conditions satisfactory to the Administrative Agent. SENIOR SUBORDINATED NOTES. The 9.75% Senior Subordinated Notes due 2013 issued by the Parent pursuant to the Mortgages Indenture. SERIES A CERTIFICATE. That certain Certificate of Designation of Series A Convertible Preferred Stock, dated as of August 8, 2000, which sets forth the rights and this Indenture, obligations of the Series A Holders and (v) if required by applicable law, flood hazard determination certificates and, if required, notices the Parent with respect to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSeries A Preferred Stock.

Security Documents. (a) The payment On the Initial Borrowing Date, the ------------------ Borrower and each of its Wholly-Owned Subsidiaries shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the principal of and interest and premium, Pledged Securities (if any) referred to therein, on endorsed in blank in the Notes when duecase of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all Pledge Agreement under such other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents documents shall be secured as provided in the Security Documents, which the Issuers full force and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12effect. (b) Notwithstanding On the foregoingInitial Borrowing Date, MHGE Holdings (i) the Borrower and each Subsidiary Guarantor shall use commercially reasonable efforts to perfect all security interests have duly authorized, executed and delivered a Borrower/Subsidiary Security Agreement in the Collateral form of Exhibit G-1 (other than Excluded Propertyas modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Borrower/Subsidiary Security Agreement") on and (ii) each Affiliated Business Guarantor shall have duly authorized, executed and delivered an Affiliated Business Security Agreement in the form of Exhibit G-2 (as modified, amended or prior supplemented from time to time in accordance with the Issue Date terms thereof and hereof, the "Affiliated Business Security Agreement" and, together with respect to any Collateral (other than Excluded Propertythe Borrower/Subsidiary Security Agreement, the "Security Agreements"), in each case covering all of the respective Security Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or appropriate local equivalent in appropriate form for which security interests have not been granted filing under the UCC or perfected on or prior appropriate local equivalent of each jurisdiction as may be necessary to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest interests purported to be created by the respective Security Agreement; (B) evidence of the completion of all other recordings and filings of, or with respect to, the respective Security Agreement as may be necessary or, in the opinion of the Collateral required Agent, desirable to perfect the security interests intended to be pledged under this Indenture created by such Security Agreement; and (C) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the respective Security Agreement have been taken; and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings Agreements and such other documents shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations be in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers full force and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageeffect.

Security Documents. The Domestic Security and Pledge Agreement, the Canadian Pledge Agreement and the Canadian Security Agreements, each as amended and in effect from time to time, and any additional documents evidencing or perfecting the Administrative Agent's lien on the assets of the applicable Borrowers for the benefit of the applicable Banks (including Uniform Commercial Code financing statements and the Canadian equivalent thereof). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers which has been subordinated and made junior to the payment and performance in full of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit F (the "Subordination Agreement") hereto; PROVIDED that (a) The payment at the time such Seller Subordinated Debt is incurred, no Default or Event of the principal Default has occurred or would occur as a result of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallsuch incurrence, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoingdocumentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent and shall contain ALL of the following characteristics: (i) it shall be unsecured, MHGE Holdings (ii) it shall use commercially reasonable efforts to perfect all security interests in the Collateral bear a market rate of interest, (other than Excluded Propertyiii) on or it shall have a final maturity of at least five (5) years, (iv) it shall not require unscheduled principal repayments thereof prior to the Issue Date andmaturity date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Agreement, (viii) it may be cross-accelerated with respect the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Seller Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower's assets (including in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any Collateral payment being received by the holders of the Seller Subordinated Debt and (other than Excluded Property)B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause subordination provisions of the taking of additional actions required to grant or perfect the security interest type described in the Collateral required to clauses (xi) and (xii) hereof shall be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided made to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (ivxi) evidence it shall provide that in the event of insurance a payment default under Section 13.1(a) or (b) hereof, the Borrowers shall not be required to be maintained pursuant pay the principal of, or any interest, fees and all other amounts payable with respect to the Mortgages Seller Subordinated Debt until the Obligations have been paid in full in cash, (xii) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block with respect to the Seller Subordinated Debt for a period of 180 days (A) payments of principal, interest, fees and this Indentureall other amounts payable, and (vB) if required by applicable lawenforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, flood hazard determination certificates andand (xiii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be amended, if required, notices to modified or otherwise altered without the record owner prior written consent of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragethe Required Banks.

Security Documents. (a) The payment Each Lender hereby authorizes the Administrative Agent to enter into each of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in and to take all actions contemplated thereby. All rights and remedies under the Security Documents, which Documents may be exercised by the Issuers Administrative Agent for the benefit of the Lenders and the applicable Guarantors entered into on other beneficiaries thereof upon the Issue Date terms thereof. With the consent of the Required Lenders, the Administrative Agent may assign its rights and will be secured by Security Documents hereafter delivered obligations as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings Administrative Agent under any of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense any Affiliate of the Issuers Administrative Agent, and such Affiliate thereafter shall be entitled to (i) all the Restricted Subsidiariesrights of the Administrative Agent under the applicable Security Document and (ii) all rights hereunder of the security interest created by the Security Documents in the Collateral (other than Administrative Agent with respect to any Collateral the security interest in which is not required to be perfected under the applicable Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Document. (b) Notwithstanding In each circumstance where, under any provision of any Security Document, the foregoingAdministrative Agent shall have the right to grant or withhold any consent, MHGE Holdings exercise any remedy, make any determination or direct any action by the Administrative Agent under such Security Document, the Administrative Agent shall use commercially reasonable efforts to perfect all security interests act in respect of such consent, exercise of remedies, determination or action, as the Collateral (other than Excluded Property) on or prior to case may be, with the Issue Date andconsent of and at the direction of the Required Lenders; PROVIDED, however, that no such consent of the Required Lenders shall be required with respect to any Collateral (consent, determination or other than Excluded Property)matter that is, for which security interests have not been granted in the Administrative Agent's judgment, ministerial or perfected on administrative in nature. In each circumstance where any consent of or prior direction from the Required Lenders is required, the Administrative Agent shall send to the Issue Date, use commercially Lenders a written notice setting forth a description in reasonable efforts detail of the matter as to cause the taking of additional actions required to grant which consent or perfect the security interest in the Collateral required to be pledged under this Indenture direction is requested and the Security Documents Administrative Agent's proposed course of action with respect thereto. In the event the Administrative Agent shall not have received a response from any Lender within 90 days following five (5) Business Days after the Issue Date. With respect giving of such notice, such Lender shall be deemed to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only have agreed to the extent such deliverables were provided to the holders course of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for action proposed by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The due and punctual payment of the principal of and interest and premiumof, premium on, if any, and interest on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of, premium on, if any, and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations Notes Obligations of the Issuers Company and the Subsidiary Guarantors under to the Holders of the Notes or the Trustee and/or Collateral Agent (as applicable), according to the terms of this Indenture, the Notes, the Guarantees Notes and the Security Documents Note Guarantees, shall be secured as provided in the Security Documents, which define the Issuers terms of the Liens that secure the Notes Obligations with respect to the Notes. (b) The Trustee, the Company and the applicable Subsidiary Guarantors entered into on hereby acknowledge and agree that the Collateral Agent holds the Collateral for the benefit of the Holders of the Notes, the Trustee and the Collateral Agent, pursuant to the terms of the Security Documents and the Intercreditor Agreement. (c) Subject to the Intercreditor Agreement and except as provided in Section 4.14 hereof, the Company shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the 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 expressed herein and in the Security Documents. On or following the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallsubject to (i) the Intercreditor Agreement and (ii) Section 4.14 hereof, the Company and the Guarantors shall cause each Restricted Subsidiary toexecute any and all further documents, financing statements (including continuation statements and each Restricted Subsidiary shallamendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to UCC such financing statements that may be necessary to continue the effectiveness of such UCC financing statements) ), and take all other actions further action that may be required under applicable law (or as are necessary or required may be requested by the Security Documents Trustee or Collateral Agent, without either being obligated whatsoever to maintain make any such request) in order to grant, preserve, maintain, protect and perfect (at or continue the sole cost perfection of) the validity and expense priority of the Issuers Liens and the Restricted Subsidiaries) the security interest interests created or intended to be created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest Collateral, subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior subject to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders terms of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageIntercreditor Agreement.

Security Documents. The Borrower hereby agrees that the Borrower shall use its commercially reasonable efforts to obtain the necessary approvals from the applicable Gaming Authority in order to pledge or cause to be pledged all capital stock of ACLVI and CPI pursuant to the Pledge Agreement and to cause the restrictions on transfers and agreements not to encumber stock of ACLVI and CPI to be applicable by no later than March 31, 2001. It is understood and agreed that (ax) in the event the Disposition has not occurred on or prior to March 31, 2001, on such date, and subject to receipt of approval from the applicable Gaming Authority, the Borrower shall pledge or cause to be pledged all capital stock of ACLVI pursuant to the Pledge Agreement and cause such Person to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents (to the extent applicable) granting a Lien on its assets (including, without limitation, The payment Reserve) and (y) the Borrower shall cause the stock of CPI to pledged to the Collateral Agent pursuant to the Pledge Agreement as promptly as possible following receipt of the principal approval therefore from the relevant Gaming Authority. In addition, the parties hereto acknowledge that certain notice filings with respect to the Transaction need to be completed following the Initial Borrowing Date pursuant to the Gaming Regulations applicable to the Borrower and its Subsidiaries. The Borrower agrees to complete all such filings in a timely manner and to notify the Administrative Agent upon the completion thereof. All provisions of this Credit Agreement and interest the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and premiumother agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions and the satisfaction of the conditions described above within the time periods required hereby (and, if anyrather than as otherwise provided in the Credit Documents)); provided, that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken, or conditions were not satisfied, on the Notes when due, whether on an Interest Payment Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at maturity, by acceleration, repurchase, redemption the time the respective action is taken or otherwise condition is satisfied (or was required to be taken or satisfied) in accordance with the foregoing provisions of this Section 13.17 and whether by the Issuers pursuant (y) all representations and warranties relating to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under true immediately after the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant be taken, or perfect the security interest in the Collateral conditions required to be pledged under satisfied, by this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables Section 13.17 have been taken or satisfied (or were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragetaken or satisfied).

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) The payment of A Master Swap Agreement and the principal of and interest and premium, if any, on relevant Schedule attached thereto (the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether “Master Swap Agreement”) executed by the Issuers pursuant Borrower in form and substance satisfactory to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.Bank; (b) Notwithstanding A Master Agreement Security Deed (the foregoing, MHGE Holdings shall use commercially reasonable efforts “Master Agreement Security Deed”) executed or (as the context may require) to perfect all security interests be executed by the Borrower in favour of the Collateral Bank; (other than Excluded Propertyc) on or prior A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Issue Date andBank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, with respect to any Collateral (other than Excluded Property)Earnings, Charter Rights and Requisition Compensation for which security interests have not been granted or perfected on or prior the Vessel in form and substance satisfactory to the Issue Date, use commercially reasonable efforts Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of the Charter and of any other charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (g) Pledge agreement(s) in form and substance satisfactory to cause the taking of additional actions required to grant Bank executed or perfect (as the security interest in the Collateral required context may require) to be pledged under this Indenture executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only substance satisfactory to the extent such deliverables were provided Bank executed or (as the context may require) to be executed by the holders Borrower in favour of the other First-Priority Obligations Bank in connection with their mortgage on such property: respect of the Retention Account (the “Retention Account Pledge”); (i) a policy or policies or marked-up unconditional binder of lenderManager’s title insurance, paid for by the Issuers undertaking in form and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided substance satisfactory to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained Bank pursuant to which the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices Manager will subrogate its rights to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageLoan throughout the Facility Period (the “Manager’s Undertaking”).

Security Documents. (a) The payment of the principal of and On or before October 31, 1997, each Borrower which owns an ownership interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers a Subsidiary shall, and shall cause each Restricted of its Subsidiaries which owns an ownership interest in a Subsidiary to, take all such action and each Restricted Subsidiary shallexecute such agreements, make all filings (documents and instruments, including filings without limitation execution and delivery of continuation statements and amendments to UCC financing statements the Pledge Agreement, that may be necessary or desirable to continue grant to the effectiveness of such UCC financing statements) and all other actions as are necessary or required by Agent, for the Security Documents to maintain (at the sole cost and expense benefit of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the Banks, a first priority, perfected security interest in the capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any Subsidiary of a Borrower acquires an ownership interest in or creates an entity which is not required or becomes a Subsidiary, such Borrower shall, or shall cause its Subsidiary, to take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a counterpart signature page in the form of Annex I to the Pledge Agreement, that may be perfected under necessary or desirable to grant to the Security Documents) as Agent, for the benefit of the Banks, a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Borrowers shall not be required to, or be required to cause its Subsidiaries to, pledge the capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject only to Permitted Liens any contractual obligation which prohibits the pledge of the capital stock of such Subsidiary pursuant to the Pledge Agreement, provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (ii) any of the Bruegger's Entities or (iii) the Borrowers and Liens permitted by Section 4.12.their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that the aggregate value of the capital stock of the Subsidiaries that has not been pledged to the Agent for the benefit of the Banks shall not at any time exceed $500,000.. (b) Notwithstanding Concurrently with the foregoingconsummation of the Bruegger's Sale, MHGE Holdings the Borrowers shall, or shall use commercially reasonable efforts cause each holder of a Junior Subordinated Note to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a Note Pledge Agreement, that maybe necessary or desirable to perfect all security interests in the Collateral (other than Excluded Property) on or prior grant to the Issue Date and, with respect to any Collateral (other than Excluded Property)Agent, for which security interests have not been granted or the benefit of the Banks, a first priority, perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required Junior Subordinated Note(s). (c) At the time that any Borrower or any Subsidiary or Affiliate thereof becomes a party to be pledged under this Indenture a Security Document, the Borrowers shall have delivered to the Agent copies (in sufficient number for each of the Banks to receive a copy) of each of the following documents in form and substance reasonably satisfactory to the Agent and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such propertyBanks: (i) a policy (A) Counterpart signature page to the Pledge Agreement, duly executed by such Borrower or policies such Subsidiary or marked-up unconditional binder of lender’s title insurance(B) the applicable Security Document, paid for duly executed by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, applicable Pledgor. (ii) an as-is survey A copy of (A) the articles of incorporation (or similar charter document), including all amendments thereto, of such Pledgor, (B) the By- laws (or similar charter document) of such Pledgor and (C) the resolutions of the property subject to any Board of Directors and of the shareholders (if required) of such mortgage Pledgor authorizing the execution, delivery and performance of the Security Document, each certified to MHGE Holdings, First-Priority Collateral Agent as true and complete by the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, secretary or assistant secretary of such Pledgor; (iii) customary opinions An incumbency certificate executed by the secretary or assistant secretary of counsel addressing such matters as were addressed in Pledgor, certifying the comparable opinions provided names of the officers authorized to execute the holders Security Document, together with a sample of other First-Priority Obligations, the true signatures of such officers; (iv) evidence a favorable opinion of insurance required counsel to be maintained pursuant to such Pledgor substantially in the Mortgages and this Indenture, form of Exhibit F hereto; and (v) if delivery of stock certificates, stock powers, irrevocable proxies, instructions or other instruments or documents required by applicable law, flood hazard determination certificates and, if required, notices to be delivered pursuant to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageapplicable Security Document." Section5.

Security Documents. (a) The payment At any time after the execution and delivery thereof, any of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall cease to be secured as provided in full force and effect in accordance with the terms thereof or shall cease to give Agent for the benefit of the Lenders the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the Security Documentsdue performance or observance of any term, which the Issuers and the applicable Guarantors entered into covenant or agreement on the Issue Date and will its part to be secured by Security Documents hereafter delivered as required performed or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings observed pursuant to any of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to maintain the terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Required Lenders, and at the sole cost and expense direction of the Issuers Required Lenders shall, take one or more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with this Agreement shall forthwith become due and payable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Restricted Subsidiaries) Lenders all rights and remedies available to it and the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected Lenders under the Security DocumentsLoan Documents or applicable law and (D) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests terminate any Letter of Credit which may be terminated in the Collateral (other than Excluded Property) on or prior to the Issue Date and, accordance with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligationsits terms, (iv) evidence direct Borrower to pay (and Borrower agrees that upon receipt of insurance required such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be maintained pursuant held as security by Agent, as is equal to the Mortgages aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this IndentureSection shall occur, and the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (vA) if required by applicable lawor (B) above, flood hazard determination certificates and, if required, notices to shall occur automatically without the record owner giving of any improvements in a special flood hazard areasuch notice. Promptly following the making of any such declaration, together with evidence Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of acceptable flood insurance coveragesuch declaration.

Security Documents. (a) The payment In order to secure the Obligations of the principal of Issuer under the Indenture and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees Issuer and the Security Documents shall be secured as provided in Second Lien Collateral Agent have entered, simultaneously with the execution of the Indenture, into the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, Agreement and each Restricted Subsidiary shall, make all filings (including filings other Security Document identified on Schedule A hereto. In the case of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense real property of the Issuers Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in Guarantors for which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior mortgage has been delivered pursuant to the Issue Date andCredit Agreement, with respect to excluding any Collateral such property constituting Excluded Assets, the Issuer shall also have delivered the following (other than Excluded Property)collectively, for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: “Mortgage Deliverables”): (i) a loan policy of title insurance (or commitment to issue such a policy having the effect of a loan policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable second priority mortgage or deed of trust lien on the fee or leasehold estate of the Mortgaged Property described therein, in an amount equal to the lesser of (x) the fair market value of the real property subject to the Mortgage (the “Mortgaged Property”), (y) the amount of any such policy or policies or marked-up unconditional binder delivered to the First Lien Collateral Agent in respect of lender’s title insurancesuch Mortgaged Property and (z) the aggregate principal amount of the Notes and any Second Lien Obligations, as is customarily determined for transactions of a similar nature, paid for by the Issuers and the Subsidiary GuarantorsIssuer or such Guarantor, issued by a nationally recognized title insurance company, insuring the Second Priority Lien of each mortgage on such Mortgaged Property as a valid and enforceable Lien on the mortgaged property Mortgaged Property described therein, free of any title exceptions and other Liens except Permitted LiensLiens permitted by the terms of the Indenture and the applicable Security Documents, together with coinsurance, reinsurance and such endorsements to such policy or policies substantially similar to such title insurance policy or policies delivered to the First Lien Collateral Agent, (ii) an as-is survey of with respect to each Mortgaged Property, any and all surveys delivered in connection with the property subject Credit Agreement with copies delivered to the applicable title insurance company; it being acknowledged that neither the Trustee nor the Second Lien Collateral Agent shall have any obligation to review or otherwise rely on any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveyssurvey, (iii) customary opinions an Opinion of counsel addressing Counsel of the type specified in Section 4.20(a) with respect to any such matters as were addressed in the comparable opinions provided to the holders of other First-Priority ObligationsMortgaged Property, (iv) evidence of insurance required to be maintained pursuant to the Mortgages on such Mortgaged Property and this the Indenture, and (v) if required by applicable lawwith respect to such Mortgaged Property, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.coverage (to the extent required). Notwithstanding the foregoing,

Security Documents. (a) The In order to secure the due and punctual payment of the principal Notes Obligations, (i) EOC shall, upon the expiration of the Escrow Period, enter into the US Pledge Agreement, the Dutch Pledge Agreement and interest the UK Security Assignment and premium(ii) to the extent the Company or any Domestic Subsidiary other than EOC owns any Specified Collateral Assets upon the expiration of the Escrow Period, if anythe Company and each such Domestic Subsidiary shall, on upon the Notes when dueexpiration of the Escrow Period, whether on an Interest Payment Dateenter into the US Pledge Agreement and such other Security Documents as the Collateral Agent may request in order to create and perfect security interests in such Specified Collateral Assets (as well as such other assets that constitute Collateral under the US Pledge Agreement) in favor of the Collateral Agent, at maturityfor the benefit of the Secured Parties, by acceleration, repurchase, redemption or otherwise and whether including Security Documents governed by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations law of the Issuers and jurisdiction of organization of any First-Tier Foreign Subsidiary whose Capital Stock constitutes part of such Specified Collateral Assets or the Guarantors jurisdiction of organization of the obligor under this Indentureany promissory notes or other Indebtedness that constitutes part of such Specified Collateral Assets, as applicable; provided, however, that the NotesCompany or such Domestic Subsidiary, the Guarantees and the Security Documents as applicable, shall not be secured as provided required to grant a security interest in the Security Documents, which voting Capital Stock of any First-Tier Foreign Subsidiary representing greater than 65% of the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenturevoting Capital Stock of such First-Tier Foreign Subsidiary. The Issuers Company shall, and shall cause each Restricted Subsidiary every other Pledgor to, and each Restricted Subsidiary Pledgor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are reasonably necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted SubsidiariesPledgors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first-priority security interest subject only to Permitted Liens and Liens permitted by Section 4.12interest. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The payment of Each Lender hereby further authorizes the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Agent to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and enter into the Security Documents shall as secured party on behalf of and for the benefit of Lenders in connection with the Obligations and agrees to be secured as provided in bound by the terms of the 166 178 Security Documents, which ; provided that anything in this Agreement or the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Loan Documents to maintain the contrary notwithstanding: (at i) The Agent is authorized on behalf of all Lenders, without the sole cost and expense necessity of any notice to or further consent from the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary or reasonably desirable to perfect and maintain perfected the security interest in which is not required and Liens upon the Collateral granted pursuant to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (bii) Notwithstanding The Lenders irrevocably authorize the foregoingAgent, MHGE Holdings shall use commercially reasonable efforts at its option and in its discretion, to perfect all security interests in release any Lien granted to or held by the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other than Excluded Property), for which security interests have not been granted Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders sold or disposed of the other First-Priority Obligations as part of or in connection with their mortgage on any disposition permitted under the Credit Agreement (including the application of Insurance Proceeds and Condemnation Proceeds in accordance with the terms of the Credit Agreement); (c) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Credit Agreement or is about to expire and which has not been, and is not intended by such property: Loan Party to be, renewed or extended; or (id) a policy or policies or marked-up unconditional binder consisting of lender’s title insurance, an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid for in full. Upon request by the Issuers and Agent at any time, Lenders will confirm in writing the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien Agent's authority to release particular types or items of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragesubsection 9.6.

Security Documents. (a) The payment Each of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall has been duly authorized by the Obligors and, when executed and delivered by such Obligors, will (assuming the due authorization, execution and delivery in accordance with its terms by each of the other parties thereto) constitute a legally valid and binding agreement of the Obligors, enforceable against each of the Obligors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Security Documents, when executed and delivered in connection with the sale of the Securities, will create in favor of the Collateral Trustee for the benefit of itself, the Trustee, the holders of the Notes and the other secured parties, valid and enforceable security interest in and liens on the Collateral and, upon the filing of Uniform Commercial Code financing statements in the applicable United States jurisdictions and the taking of the other actions, in each case as provided further described in the Security Documents, which the Issuers security interests in and the applicable Guarantors entered into liens on the Issue Date rights, title and interest of the Obligors in such Collateral will be secured perfected security interests and liens, superior to and prior to the liens of all third persons other than the Permitted Liens or as otherwise provided in the relevant Security Document. Any certificate signed by Security Documents hereafter an officer of an Obligor and delivered to the Initial Purchaser or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Obligor to each Initial Purchaser as required or permitted to the matters set forth therein. Each Obligor acknowledges and agrees that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(d), counsel for the Obligors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Obligors and compliance by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary tothe Obligors with their agreements set forth herein, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments Obligor hereby consents to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12reliance. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the terms of each Security Document; provided that Administrative Agent shall not (i) enter into or consent to any written amendment, modification, termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral (except as otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) The release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the terms thereof, and (2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption purchase price for all or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations any portion of the Issuers Collateral sold at any such public sale, to use and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense apply any of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) Obligations as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) credit on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders account of the other First-Priority Obligations in connection with their mortgage on purchase price for any collateral payable by Administrative Agent at such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragesale.

Security Documents. As security for the due repayment of all sums from time to time payable to the Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Bank at the time specified herein or otherwise as required by the Bank and ensure that such security, apart from this Agreement, consists of (a) The payment of A Master Swap Agreement and the principal of and interest and premium, if any, on relevant Schedule attached thereto (the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether “Master Swap Agreement”) executed by the Issuers pursuant Borrower in form and substance satisfactory to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.Bank; (b) Notwithstanding A Master Agreement Security Deed (the foregoing, MHGE Holdings shall use commercially reasonable efforts “Master Agreement Security Deed”) executed or (as the context may require) to perfect all security interests be executed by the Borrower in favour of the Collateral Bank; (other than Excluded Propertyc) on or prior A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Issue Date andBank (the “Corporate Guarantee”); (d) A duly registered First Preferred Mortgage over the Vessel providing on the basis of the provisions of the applicable law the highest degree of security for the Bank (the “Mortgage”); (e) A first Priority General Assignment of all the Insurances, with respect to any Collateral (other than Excluded Property), Earnings and Requisition Compensation for which security interests have not been granted or perfected on or prior the Vessel in form and substance satisfactory to the Issue Date, use commercially reasonable efforts Bank and respective notices of assignment and acknowledgements thereof (the “General Assignment”); (f) Specific assignments of the benefit of any charter of more than twelve (12) calendar months’ duration in respect of the Vessel chartered and respective notices and acknowledgements thereof (the “Specific Assignment”). (g) Pledge agreement(s) in form and substance satisfactory to cause the taking of additional actions required to grant Bank executed or perfect (as the security interest in the Collateral required context may require) to be pledged under this Indenture executed by the Borrower or by the Corporate Guarantor in favour of the Bank creating security in respect of the Operating Account for the Vessel (the “Operating Account Pledge(s)”) (h) A pledge agreement in form and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only substance satisfactory to the extent such deliverables were provided Bank executed or (as the context may require) to be executed by the holders Borrower in favour of the other First-Priority Obligations Bank in connection with their mortgage on such property: respect of the Retention Account (the “Retention Account Pledge”); (i) a policy or policies or marked-up unconditional binder of lenderManager’s title insurance, paid for by the Issuers undertaking in form and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided substance satisfactory to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained Bank pursuant to which the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices Manager will subrogate its rights to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageLoan throughout the Facility Period (the “Manager’s Undertaking”).

Security Documents. (a) The In order to secure the due and punctual payment of the principal of and interest and principal, premium, if any, and interest on the Notes Notes, when duethe same shall be due and payable, whether on an Interest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Guarantees, the Company and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder, shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Guarantees and Second Priority Senior Secured Parties (subject only to the provisions of the Intercreditor Agreement) than the Security Documents shall be secured (both individually and taken together as provided a whole) and the Liens granted thereunder, entered into and granted, as the case may be, in favor of the First Priority Senior Secured Parties. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the assets or property of such Person, if any, that secure the Obligations of such Person under any Senior Secured Indebtedness. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, which as the Issuers and same may be amended from time to time pursuant to the applicable Guarantors entered into on terms of the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by and this Indenture, and authorizes and directs the Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Issuers shallCompany shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or cause each Restricted Subsidiary to, to be done all such acts and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that things as may be necessary to continue the effectiveness of such UCC financing statements) and all other actions or proper, or as are necessary or may be required by the Security Documents to maintain (at the sole cost and expense provisions of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only , to Permitted Liens assure and Liens permitted by Section 4.12. (b) Notwithstanding confirm to the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in Trustee and the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect Agents the security interest in the Collateral required contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to be pledged under time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company and the Guarantors shall take, upon the written request of the Collateral Agent or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents within 90 days following to create and maintain, as security for the Issue Dateobligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Collateral Agents for the benefit of the Second Priority Senior Secured Parties. With respect to Mortgaged PropertiesThe Trustee shall, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Dateupon receipt of an Officers' Certificate designating any amendment, but only refinancing successor or replacement agreement to the extent such deliverables were provided Credit Facility as a Credit Facility pursuant to the holders definition of the other First-Priority Obligations in connection with their mortgage on such property: Credit Facility, (i) a policy acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents and, if applicable, the Intercreditor Agreement shall be applicable to the obligations of the Company or policies any of its Subsidiaries pursuant to such Credit Facility, or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates execute new Security Documents and, if requiredapplicable, notices an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are necessary to reflect such Credit Facility and the record owner parties thereto. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of any improvements in a special flood hazard area, together with evidence the Second Priority Senior Secured Parties shall constitute Collateral for purposes of acceptable flood insurance coveragethis Indenture.

Security Documents. The Administrative Agent shall have received (ai) The payment a reaffirmation agreement, executed and delivered by an authorized officer of the principal of Company and interest each other Loan Party that is party to the Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) a Subsidiary Joinder Agreement, in form and premiumsubstance reasonably satisfactory to the Administrative Agent, executed and delivered by each Subsidiary Guarantor that is not a party to the Existing Credit Agreement and pursuant to which each such new Subsidiary Guarantor becomes a “Securing Party” under the Security Agreement, (iii) certificates, if any, on representing the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured Pledged Equity (as provided defined in the Security Documents, which Agreement) (other than the Issuers Capital Stock described in Section 6.12(c)) accompanied by undated stock powers executed in blank and instruments evidencing the applicable Guarantors entered into on Pledged Debt (as defined in the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallAgreement) indorsed in blank, and shall cause (iv) each Restricted Subsidiary todocument (including, and each Restricted Subsidiary shallwithout limitation, make all filings (including filings of continuation statements and amendments to UCC any Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such UCC financing statementsstatement) and all other actions as are necessary or required by the Security Documents or under law or reasonably requested by the Administrative Agent to maintain (at the sole cost and expense be filed, registered or recorded in order to create in favor of the Issuers Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and the Restricted Subsidiaries) the security interest created by the Security Documents superior in the Collateral right to any other Person (other than with respect to any Collateral Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the security interest Administrative Agent in which is not proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be perfected under obtained or otherwise delivered by any of the Security Documents) as a perfected security interest subject only Loan Parties). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to Permitted the Company and its subsidiaries, and such searches shall reveal no Liens and on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts 7.02 or Liens to perfect all security interests in the Collateral (other than Excluded Property) on be discharged pursuant to documentation or prior arrangements reasonably satisfactory to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The payment On the Initial Borrowing Date the Company and each domestic Material Subsidiary shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit F-1 and the U.K. Holding Company shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit F-2 (collectively, as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the principal Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and interest and premiumundated stock powers in the case of capital stock, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents Pledge Agreement shall be secured as provided in the Security Documents, which the Issuers full force and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12effect. (b) Notwithstanding On the foregoingInitial Borrowing Date, MHGE Holdings the Company and each domestic Material Subsidiary shall use commercially reasonable efforts have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance, with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect all the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name MergerCo, the Company or any of their Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name MergerCo, the Company or any of their Domestic Subsidiaries as debtor (none of which shall cover the Collateral except (other than Excluded Propertyx) on or prior to the Issue Date and, those with respect to any Collateral (other than Excluded Property), for which security interests appropriate termination statements executed by the secured lender thereunder have not been granted or perfected on or prior delivered to the Issue DateAdministrative Agent and (y) to the extent evidencing Permitted Liens); (C) delivery to the Collateral Agent of all other recordings and filings of, use commercially or with respect to, the Security Agreement as may be necessary or, in the reasonable efforts opinion of the Collateral Agent, desirable, to cause the taking of additional actions required to grant or perfect the security interest interests purported to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral required Agent, desirable, to perfect the security interests purported to be pledged under this Indenture created by the Security Agreement have been taken; and the Security Documents within 90 days following Agreement shall be in full force and effect. (c) On the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Initial Borrowing Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) the Company and each of the domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered a policy Guaranty in the form of Exhibit H (as modified, amended or policies or marked-up unconditional binder of lender’s title insurancesupplemented from time to time in accordance with the terms thereof and hereof, paid for by the Issuers "Guaranty"), and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) the Company and each of its domestic Material Subsidiaries, if any, other than the Receivables Subsidiary, shall have duly authorized, executed and delivered an as-is survey of the property subject to any such mortgage certified to MHGE HoldingsIndemnity, First-Priority Collateral Agent Subrogation and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed Contribution Agreement in the comparable opinions provided form of Exhibit L (as modified, amended or supplemented from time to time in accordance with the holders of other First-Priority Obligationsterms thereof and hereof, (iv) evidence of insurance required to be maintained pursuant to the Mortgages "Indemnity, Subrogation and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageContribution Agreement").

Security Documents. (ai) The payment On or before the Safeline Closing Date, there shall have been duly authorized, executed and delivered, in form and substance satisfactory to the Agents, (i) by US Borrower, a Securities Pledge Agreement, in form and substance satisfactory to the Agents, to effect the pledge of not less than 65% of the principal capital stock of UK Borrower, and interest (ii) by UK Borrower, a Securities Pledge Agreement, in form and premiumsubstance satisfactory to the Agents, if anyto effect the pledge of not less than 65% of the capital stock of Safeline Limited; and there shall have been delivered to the Administrative Agent, on as pledgee thereunder, all of the Notes when duepledged securities referred to in any such Securities Pledge Agreement, whether on an Interest Payment accompanied by executed and undated stock powers in the case of certificated capital stock (or otherwise pledged in accordance with applicable law), and such Securities Pledge Agreements shall be in full force and effect. (ii) On or before the Safeline Closing Date, at maturity, by acceleration, repurchase, redemption UK Borrower shall or otherwise and whether by the Issuers pursuant shall cause to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations be delivered each of the Issuers following documents and instruments: (1)executed copies of Financing Statements (Form UCC-1) (and foreign equivalents thereof) in appropriate form for filing under the Guarantors under this IndentureUCC and any other applicable foreign, the Notesdomestic or local law, the Guarantees and the Security Documents shall be secured rules or regulation in each jurisdiction as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary or appropriate to continue perfect the effectiveness of such UCC financing statements) and all other actions as are necessary or required security interests purported to be created by the Security Documents to maintain be delivered on the Safeline Closing Date; and (at the sole cost 2)certified copies of Requests for Information (Form UCC-11), or equivalent reports or lien search reports, each of a recent date listing all effective financing statements or comparable documents that name any Safeline Loan Party, Safeline Limited or any of their respective Subsidiaries that will execute a Security Agreement as debtor and expense that are filed in those jurisdictions in which any of the Issuers Collateral is located and the Restricted Subsidiaries) jurisdictions in which any such Safeline Loan Party, Safeline Limited or any such Subsidiary's principal place of business is located, none of which encumber the security interest created Collateral covered or intended or purported to be covered by the Security Documents in to be delivered on the Collateral (Safeline Closing Date other than with respect to any Collateral the security interest in which is not required to be perfected under the those encumbrances permitted by such Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. The Second-Lien Lenders each hereby agree and consent to all of the provisions of the Security Documents. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) The payment neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the principal Lenders as shall be necessary under the circumstances as provided in Section 9.08), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its (or its agents’, employees’, advisors’, director’s, officer’s or affiliates’) own gross negligence, bad faith or willful misconduct or breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and premiumshall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01 or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date or Credit Event specifying its objection thereto. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant First-Lien Lenders, each Issuing Bank (if applicable) and the Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the First-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. -(149-) If no successor agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its written notice, the resigning Agent may appoint, after consulting with the relevant Lenders and the Borrower, a successor agent from among the relevant Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 60 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the relevant Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Collateral Agent holding collateral security on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guaranteesbehalf of any Secured Parties, the payment resigning Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed). Upon the acceptance of all other Obligations any appointment as an Agent hereunder by a successor and upon the performance execution and filing or recording of all other obligations of the Issuers such financing statements, or amendments thereto, and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in such amendments or supplements to the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered such other instruments or notices, as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the effectiveness perfection of such UCC financing statements) and all other actions as are necessary the Liens granted or required purported to be granted by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. or (b) Notwithstanding otherwise ensure that the obligations under Section 5.09 are satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, MHGE Holdings none of the Lenders or other Persons so identified shall use commercially reasonable efforts have or be deemed to perfect all security interests have any fiduciary relationship with any Lender. Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. To the Collateral (other than Excluded Property) on or prior to extent required by any applicable law, the Issue Date and, with respect Administrative Agent may withhold from any interest payment to any Collateral Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in -(150-) circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (other than Excluded Property)including legal expenses, for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture allocated internal costs and the Security Documents within 90 days following the Issue Dateout-of-pocket expenses) incurred. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders In case of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free pendency of any title exceptions and receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other Liens except Permitted Liens, (ii) an as-is survey of the property subject judicial proceeding relative to any such mortgage certified to MHGE HoldingsLoan Party, First-Priority Collateral the Administrative Agent and the title companyCollateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Borrower) shall be entitled and empowered, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing by intervention in such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.proceeding or otherwise;

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes all Note Obligations when due, due (whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents otherwise) shall be secured as provided in the Security Documents, Documents which the Issuers Company and the applicable Guarantors have entered into on simultaneously with the Issue Date execution of this Indenture and will shall be secured by as provided in all Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding The Company and each of the foregoingGuarantors represents, MHGE Holdings covenants and agrees that each of them have and shall use commercially reasonable efforts at all times have, full right, power and lawful authority to perfect all security interests in grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Collateral pursuant to the Security Documents to which such Persons are party, free and clear of all Liens (other than Excluded PropertyFirst Priority Liens and other Permitted Liens), and that (i) it will forever warrant and defend the title to the same against the claims of all Persons (except as to First Priority Liens and other Permitted Liens), (ii) the Company and each of the Guarantors, as applicable, will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances or other instruments as the Trustee may reasonably require and (iii) the Company and each of the Guarantors, as applicable, will do or cause to be done all such acts as may be reasonably required by the Trustee, to confirm to the Trustee such Lien on the Collateral, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Security Documents, this Indenture, the Notes and the Guarantees. The Company and each of the Guarantors further covenants and agrees that each Security Document, as applicable, creates or will create (when delivered) a valid Second Priority Lien (subject to Permitted Liens) on or prior the Collateral subject thereto. (c) Each Holder of Notes, by its acceptance of a Note, consents and agrees to the terms of each Security Document and the Subordination Agreement (including the provisions providing for foreclosure and release of Collateral), authorizes and directs the Trustee to appoint U.S. Bank National Association as Collateral Agent on the Issue Date andand directs the Collateral Agent to enter into the Security Documents and the Subordination Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Subordination Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder. The Collateral Agent, solely in that separate capacity, shall have only the express functions and duties set forth in the Security Documents and the Subordination Agreement or as directed by the Trustee in performance thereof, shall be entitled to each of the rights, privileges, protections, duty limitations, immunities, indemnity, reimbursement, and benefits as are provided to the Trustee pursuant to Section 6.05 and Article Seven hereof, shall not possess or exercise discretionary duties in such performance and shall act only as directed by the Trustee in connection with any Event of Default. (d) Concurrently with (i) a Person becoming a Guarantor or (ii) a Lien on any asset of the Company or its Restricted Subsidiaries being granted in favor of the Collateral Agent, the Company shall, or shall cause the applicable Restricted Subsidiary to, among other things: (1) in the case of personal property, execute and deliver to the Collateral Agent such UCC-1 financing statements or take such other actions as shall be necessary or desirable to perfect and protect the Collateral Agent’s Lien on and security interest in such assets or property and the second priority thereof (subject only to Permitted Liens); (2) in the case of real property, execute and deliver to the Trustee: (a) a Mortgage, under which the Company or such Restricted Subsidiary shall grant to the Collateral Agent a second priority lien on and security interest in such real property and any related fixtures (subject only to Permitted Liens); (b) survey (for fee-owned real property) and title insurance (provided that (i) any mortgagee title insurance policy in respect of any owned real property shall include additional endorsements for survey, public road access and so-called comprehensive coverage, if available, and (ii) with regard to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to real property acquired after the Issue Date, use commercially reasonable efforts any survey shall be sufficient for the title insurance company to cause issue the taking so-called comprehensive endorsement to the title insurance policy and remove the standard survey exception from the title insurance policy), covering any real property that is owned by such Restricted Subsidiary in an amount at least equal to the purchase price of additional actions such real property; (c) UCC-1 fixture filings; and (d) such other documents required by this Indenture; and (3) upon request of the Trustee, promptly deliver to grant or perfect the Trustee Opinions of Counsel as to the enforceability and perfection of such Liens and security interest in interests. (e) As among the Holders, the Collateral required to shall be pledged under this Indenture held for the equal and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders ratable benefit of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy Holders without preference, priority or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free distinction of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to thereof over any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageother.

Security Documents. (aSubject to Section 4(n) The payment hereof, in accordance with the terms of the principal Indenture, the Initial Purchasers and the Trustee shall have received each of the following documents, which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to each Mortgaged Property and the Pledged Collateral, as appropriate: (i) a Mortgage encumbering the Company's fee interest or leasehold interest, as the case may be, in each Mortgaged Property, duly executed and premiumacknowledged by the Company, in form for recording in the appropriate recording office of the political subdivision where such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required under applicable law in connection with the recording or filing thereof and any other instruments (including, inter alia, UCC-1 financing statements) required under applicable law to grant the liens and security interests purported to be granted by each such Mortgage, which Mortgages, financing statements and other instruments shall be effective to create a Lien on such Mortgaged Property in favor of the Trustee, subject to no Liens other than Prior Liens (as defined in each Mortgage); (ii) such consents, approvals, amendments, supplements, estoppels, or other instruments as shall be reasonably necessary in order for the owner or holder of the fee interest or leasehold interest to grant the Lien contemplated by the Mortgage with respect to each Mortgaged Property; (iii) with respect to each Mortgage, a policy of title insurance insuring the lien of such Mortgage as a valid mortgage lien on the real property and improvements affixed thereto which by applicable law constitute real property described therein or the leasehold interest therein, if anyapplicable, on with the priority contemplated in the Offering Memorandum, in respect of the Notes when duein an amount not less than the amount set forth on Schedule 6 hereto and which policy shall (A) be issued by a title insurer reasonably acceptable to the Trustee and Initial Purchasers, whether on an Interest Payment Date(B) have been supplemented by such endorsements as shall be reasonably requested by the Initial Purchasers including, at maturitywithout limitation, by accelerationendorsements or other items relating to usury, repurchasefirst loss, redemption last dollar, public road access (if available), contiguity (where appropriate), survey, doing business, subdivision map, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions, provided, however, no survey or comprehensive endorsements shall be required with respect to the title policies insuring the Mortgages encumbering (1) any leasehold Mortgaged Property and (2) the owned Mortgaged Property upon which the studio or office improvements for stations WTVH, KBJR and KSEE are located and (C) contain only such exceptions to title as are customarily acceptable or otherwise and whether shall be reasonably agreed to by the Issuers pursuant Initial Purchasers prior to the Notes Closing Date with respect to each such Mortgaged Property; (iv) with respect to each owned Mortgaged Property (other than the owned Mortgaged Property upon which the studio or office improvements for stations WTVH, KBJR and KSEE are located), an existing survey together with affidavits of no change which shall be sufficient for the title insurance company to issue the so-called comprehensive endorsement required under subparagraph (iii) hereof and to remove the standard survey exception from such policy; (v) policies or certificates of insurance as required by each Collateral Document, which policies or certificates shall bear endorsements of the character required by such Collateral Document; (vi) UCC, judgment and tax lien searches confirming that the personal property comprising a part of each Mortgaged Property or the Pledged Collateral is subject to no Liens other than (x) Liens created in connection with the Credit Agreement, all of which shall be released as of the Closing Date or (y) any Liens permitted by the Guarantors pursuant Collateral Documents and the Indenture; (vii) such affidavits, certificates and instruments of indemnification in favor of the title insurance company as shall be reasonably and customarily required to induce the title insurance company to issue the policy or policies contemplated in subparagraph (iii) above; (viii) checks payable to the Guarantees, the appropriate public officials in payment of all recording costs and transfer taxes (or checks or wire transfers to the title insurance company in respect of such amounts) due in respect of the execution, delivery or recording of the Mortgages, together with a check or wire transfer for the title insurance company in payment of its premium, search and examination charges, applicable survey costs and any other Obligations amounts then due in connection with the issuance of its policies; (ix) copies of all Leases (as defined in the Mortgages), all of which Leases shall be satisfactory to the Initial Purchasers; (x) a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its President or any Senior Vice President and the performance of Chief Financial Officer, to the effect that the Company has performed all other obligations covenants and agreements described in this Section 5(n) and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder; (xi) to the extent necessary in order to perfect the security interest in that portion of the Issuers and Collateral constituting deposit accounts within the Guarantors under this Indenturemeaning of Section 9-102(a)(29) of the UCC, deposit account control agreements (each a "Control Agreement") each substantially in the Notes, the Guarantees and form of Exhibit 5 to the Security Documents shall be secured Agreement (as provided defined in the Indenture) and satisfying the control requirement of Section 9-104(a)(2) of the UCC; (xii) Control Agreements (as defined in the Security DocumentsAgreement) from all securities intermediaries with respect to all securities accounts and securities entitlements of the Company and each Guarantor; (xiii) certificates representing all Pledged Securities (as defined in the Security Agreement), which together with executed and undated stock powers and/or assignments in blank; (xiv) instruments representing all intercompany Indebtedness (as defined in the Issuers Indenture) payable to the Company or any of its subsidiaries, together with executed and undated instruments of assignment endorsed in blank; (xv) appropriate financing statements or comparable documents authorized by (and executed by, to the extent applicable), the appropriate entities in proper form for filing under the provisions of the UCC and applicable Guarantors entered into domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Trustee's sole discretion, to grant to the Trustee a perfected first priority Lien on such Collateral, superior and prior to the Issue Date rights of all third persons other than the holders of Permitted Collateral Liens (as defined in the Indenture); (xvi) each of the Collateral Documents other than the Mortgages executed by the Company and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary toother party thereto, and each Restricted Subsidiary shall, make all filings such document shall be in full force and effect; and (including filings of continuation statements and amendments to UCC financing statements xvii) evidence that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are reasonably necessary or required by or, in the Security Documents to maintain (at the sole cost and expense opinion of the Issuers and the Restricted Subsidiaries) Trustee, desirable to perfect the security interest created by the Security Collateral Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12have been taken. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. For the purpose of better securing the payment of the Bank's Selling Price and all other monies due and owing under this Agreement and the other Security Documents, the Customer(s) execute and/or shall cause the Security Party(ies) to execute on or before the execution of this Agreement in favour of the Bank the following security documents:- (a) The payment the Charge in the event the individual document of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether title/separate strata title has been issued by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.relevant authorities; or (b) Notwithstanding the foregoingDeed of Assignment; (i) In the event that the individual document of title/separate strata title to the Property has not been issued by the relevant authorities, MHGE Holdings the Customer(s) shall use commercially reasonable efforts execute and/or shall cause the Purchaser(s) to perfect all security interests execute the Deed of Assignment in the Collateral (other than Excluded Property) on or prior form and substance acceptable to the Issue Date andBank where the Purchaser(s) absolutely assign to the Bank the Property and the full and entire benefit of the Principal Sale and Purchase Agreement/Sale and Purchase Agreement together with all rights, with respect title and interest of the Purchaser(s) therein PROVIDED ALWAYS that notwithstanding the Deed of Assignment or any other provision of this Agreement, the Purchaser(s) and/or Customer(s) shall continue to any Collateral observe and be bound by all whatsoever conditions, covenants and stipulations imposed therein on and to be performed by the Purchaser(s) expressed and contained in the Principal Sale and Purchase Agreement/Sale and Purchase Agreement, as the case may be, (other than Excluded ii) Upon issuance of the individual document of title/separate strata title as the case may be, to the Property, the Customer(s) shall and/or shall cause the Purchaser(s), for which security interests have not been granted or perfected on or prior to at the Issue DatePurchaser(s) and/or Customer(s)’ cost and expense immediately, use commercially reasonable efforts to cause take a transfer of the taking of additional actions required to grant or perfect Property and execute the security interest Charge in the Collateral required Bank's standard form or such variation thereof as the Bank may require to be pledged under this Indenture and secure the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders payment of the other First-Priority Obligations Bank's Selling Price failing which the Bank shall be entitled to take such cause of action to protect the Bank's interest and all costs and expenses including solicitors' costs (on a solicitor and client basis) in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder the preparation, execution and registration of lender’s title insurance, the Charge shall be borne and paid for by the Issuers Customer(s), (c) the Power of Attorney; In addition to the Deed of Assignment/Charge, the Customer(s) shall, execute and deliver and/or shall cause the Purchaser(s) to execute and the Subsidiary Guarantors, issued deliver the Power of Attorney to the Bank in the form and substance acceptable to the Bank where the Customer(s) and/or the Purchaser(s) appoint the Bank or any persons authorised by a nationally recognized title insurance company, insuring the Lien of each mortgage Bank for the time being as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey attorney of the property Customer(s) and/or the Purchaser(s) upon the terms and subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed conditions stipulated in the comparable opinions provided Power of Attorney; and/or (d) the Guarantee; Where required by the Bank, the Customer(s) shall procure or cause the Guarantor(s) to enter into and deliver to the holders Bank the Guarantee guaranteeing the Bank with the payment of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant the Bank's Selling Price due and owing to the Mortgages and this Indenture, and (v) if required Bank by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageCustomer(s).

Security Documents. There shall have been delivered to the Agent: (a) The payment Amendment to Security Agreement and Acknowledgment of Security Interests (which, without limitation, includes a release of certain shares of stock issued by the Borrower which were pledged in favor of the principal Agent and a release of and interest and premiumcertain obligations of certain shareholders of the Borrower with respect to certain shares held in ▇▇▇ accounts), if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether executed by the Issuers pursuant Borrower, substantially in the form of Exhibit B hereto; (b) [Intentionally deleted] (c) [Intentionally Deleted] (d) Such consents of third parties (including lessors of any warehouse or headquarters space where any inventory of the Borrower is kept) as are required or as the Agent may reasonably request, any such consents of lessors to include the right for the Agent to enter the relevant premises and remove Collateral; (e) Evidence satisfactory to the Notes or Agent of all filings of financing statements (and assignments thereof) under the applicable Uniform Commercial Code (under the Borrower's name as well as under trade names under which Borrower conducts business), satisfactory Lien search requests on Form UCC-11 and analogous forms confirming the absence of any perfected Liens prior to the Banks' Liens (except those consented to by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsAgent) and all other actions as are necessary or required by with respect to the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest Liens created by the Security Documents as are necessary or appropriate to perfect such Liens. (f) [Intentionally Deleted] (i) An Amended and Restated Subordination Agreement (Electra) in the Collateral form of EXHIBIT C hereto. (other than ii) A Subordination Agreement executed by the Principal Stockholders, substantially in the form of Exhibit E-2 to the Existing Loan Agreement. (h) A written acknowledgment from the Deposit Bank that it has transferred to the Agent ownership of all accounts maintained for the Borrower and that the Deposit Bank has been irrevocably directed by the Borrower to, and will, henceforth deposit all monies received by the Deposit Bank for Borrower's account into an operating account of the Borrower in which the Agent has a first priority security interest (the Deposit Bank acknowledging it has notice of said security interest). (i) A cash collateral agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, the "CASH COLLATERAL AGREEMENT") executed by the Borrower with respect to any Collateral its accounts at the security interest in which is not required to be perfected under Deposit Bank, and a letter executed by the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, Borrower with respect to any Collateral (among other than Excluded Propertythings) Borrower keeping its primary accounts at the Deposit Bank (as the same may from time to time be amended, restated, supplemented or otherwise modified, the "DEPOSIT LETTER"), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The payment of Loans and all amounts outstanding from time to time under the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Security DocumentsAgreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Issuers foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the NSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the applicable Guarantors entered into on Borrower Subsidiaries under the Issue Date and will Interest Purchase Agreement shall be secured by Security Documents hereafter delivered as required or permitted a first priority security interest in favor of NSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by this Indenture. The Issuers shall, and shall cause Borrower (other than Borrower’s membership interests in each Restricted Borrower Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsdoes not hold Licenses) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost personal property, fixtures and expense owned real property of the Issuers Borrower Subsidiaries, in each case now owned or hereafter acquired, and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens all proceeds and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all products of such assets. NSM’s security interests in the Collateral (other than Excluded Property) on or prior foregoing shall be created by and shall be subject to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to provisions of the Issue Date, use commercially reasonable efforts to cause NSM Security Agreement and the taking of additional actions required to grant or perfect the NSM Pledge Agreement. NSM’s security interest in the Collateral required foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to be pledged under this Indenture the NSM Lien in such assets and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Propertiesmembership interests, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only in each case to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers herein and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages Intercreditor and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSubordination Agreement.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers Company pursuant to the Notes Notes, or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Issuers Company and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers Company and the applicable Subsidiary Guarantors entered into on the Issue Date and will be secured by the Collateral as set forth in Security Documents hereafter entered into or delivered as required or permitted by this Indenture. The Issuers Company shall, and shall cause each Restricted Subsidiary Notes Party to, and each Restricted Subsidiary Notes Party shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted SubsidiariesCompany) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Liens. (b) Notwithstanding the foregoing, MHGE Holdings the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Material Real Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Material Real Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral (other than Material Real Property) required to be pledged under this Indenture and the Security Documents within 90 180 days following the Issue DateDate (or such later date as agreed by the Notes Collateral Agent). With respect to Mortgaged PropertiesMaterial Real Property, MHGE Holdings the Company shall use commercially reasonable efforts to deliver within 90 180 days following the Issue DateDate (or such later date as agreed by the Notes Collateral Agent), but only to the extent such deliverables were are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdingsthe Company, First-Priority Notes Collateral Agent and the title companycompany (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title SurveysSurveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as were are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner any portion of any improvements of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard areaarea with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acceptable flood insurance coverage.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers Company pursuant to the Notes Notes, or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Issuers Company and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers Company and the applicable Subsidiary Guarantors entered into on the Issue Date and will be secured by the Collateral as set forth in Security Documents hereafter entered into or delivered as required or permitted by this Indenture. The Issuers Company shall, and shall cause each Restricted Subsidiary Notes Party to, and each Restricted Subsidiary Notes Party shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted SubsidiariesCompany) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Liens. Notwithstanding the foregoing, MHGE Holdings the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Material Real Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Material Real Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral (other than Material Real Property) required to be pledged under this Indenture and the Security Documents within 90 days following the Issue DateDate (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)). With respect to Mortgaged PropertiesMaterial Real Property, MHGE Holdings the Company shall use commercially reasonable efforts to deliver within 90 days following the Issue DateDate (or such later date as agreed by the Applicable Possessory Collateral Agent (as defined in the Security Agreement)), but only to the extent such deliverables were are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers Company and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdingsthe Company, First-Priority Notes Collateral Agent and the title companycompany (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title SurveysSurveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as were are addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner any portion of any improvements of the Material Real Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard areaarea with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations together with evidence of such acceptable flood insurance coverage.

Security Documents. (a) The payment All filings and recordings necessary, in the opinion of the principal of and interest and premiumAdministrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Liens contemplated to be granted to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been made, including a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be secured as provided filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Issuers Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by each Loan Party, duly executed by each Loan Party, the Collateral Agent and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings depositary bank; (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsiii) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than a Control Agreement with respect to any each securities account maintained by each Loan Party, duly executed by each Loan Party, the Collateral Agent and the security interest applicable securities intermediary; (iv) landlord consents in which is not required form and substance acceptable to be perfected the Administrative Agent; (v) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.; and (bvi) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in such other evidence as the Collateral (other than Excluded Property) on or Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Issue Date and, with respect to any Collateral (Liens of other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Persons in the Collateral required Collateral, except for any such Liens which are expressly permitted by this Agreement to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageprior.

Security Documents. (a) The payment There shall have been executed and delivered to the Bank the following security documents with respect to such Project: i. a Mortgage which shall constitute a first mortgage or deed of the principal of and interest and premiumtrust lien, if anyas applicable, on the Notes when dueBorrower's fee simple interest in such Project; ii. an Assignment of Rents and Leases pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, whether on title and interest of the Borrower as landlord in and to all existing and future leases of space in such Project, including, without limitation, the Lease for such Project, and all rentals and other monies due and to become due under said leases; iii. an Interest Payment DateAssignment pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, at maturitytitle and interest of the Borrower in and to the permits, by accelerationlicenses, repurchasewarranties and other agreements in respect of such Project; iv. If the Borrower has then entered into a Project Purchase Agreement for such Project, redemption or otherwise a Collateral Assignment of Purchase Agreement pursuant to which the Borrower shall have collaterally assigned to the Bank all the right, title and whether interest of the Borrower in, to and under such Project Purchase Agreement and the Deposit made thereunder; and v. Such financing statements as are deemed necessary by the Issuers pursuant Bank to perfect the Notes or security interests granted under the Loan Documents executed in respect of such Project, which financing statements shall be on forms prescribed by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations laws of the Issuers state in which such Project is located and which financing statements will have attached thereto a legal description of such Project and an exhibit in the Guarantors under this Indenture, form and substance similar to that attached hereto as EXHIBIT M. Each of the Notes, the Guarantees and the Security Documents above-described collateral documents shall be secured properly completed and reflect only such further changes as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue comply with the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense requirements of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest jurisdiction in which such Project is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12located. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The payment At any time after the execution and delivery thereof, any of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall cease to be secured as provided in full force and effect in accordance with the terms thereof or shall cease to give Agent for the benefit of the Lenders the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a first priority perfected security interest (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the Security Documentsdue performance or observance of any term, which the Issuers and the applicable Guarantors entered into covenant or agreement on the Issue Date and will its part to be secured by Security Documents hereafter delivered as required performed or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings observed pursuant to any of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to maintain the terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the consent of Majority Lenders, and at the sole cost and expense direction of the Issuers Majority Lenders shall, take one or more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with this Agreement shall forthwith become due and payable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Restricted Subsidiaries) Lenders all rights and remedies available to it and the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected Lenders under the Security DocumentsLoan Documents or applicable law and (D) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests terminate any Letter of Credit which may be terminated in the Collateral (other than Excluded Property) on or prior to the Issue Date and, accordance with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligationsits terms, (iv) evidence direct Borrower to pay (and Borrower agrees that upon receipt of insurance required such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be maintained pursuant held as security by Agent, as is equal to the Mortgages aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this IndentureSection shall occur, and the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (vA) if required by applicable lawor (B) above, flood hazard determination certificates and, if required, notices to shall occur automatically without the record owner giving of any improvements in a special flood hazard areasuch notice. Promptly following the making of any such declaration, together with evidence Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of acceptable flood insurance coveragesuch declaration.

Security Documents. (a) The payment All filings and recordings necessary, in the opinion of the principal of and interest and premiumAdministrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant security interests contemplated to be granted to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations Administrative Agent and the performance of all other obligations of the Issuers and the Guarantors Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which including the Issuers mortgages and deeds of trust referred to in Section 4.5(m) below, shall have been made, and the applicable Guarantors entered into on Administrative Agent shall have received evidence satisfactory to it that the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, are in full force and shall cause each Restricted Subsidiary to, effect and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to maintain be prior). The Administrative Agent shall have received: (at i) Uniform Commercial Code search certificates from the sole cost and expense jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in Collateral acquired subsequent to the Issuers and Refinancing Term Loan Disbursement Date which are prior to the Restricted Subsidiaries) Liens granted to the security interest created by Administrative Agent in this Agreement, the Security Documents in and the Collateral other Loan Documents, except for any such prior Liens (other than with respect to any Collateral the security interest in A) which is not required are expressly permitted by this Agreement to be perfected under prior or (B) for which the Administrative Agent has received a termination statement; (ii) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12.; and (biii) Notwithstanding such other evidence as the foregoingAdministrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender in this Agreement, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (Security Documents and the other than Excluded Property) on or Loan Documents are perfected and prior to the Issue Date and, with respect to any Collateral (Liens of other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Persons in the Collateral required Collateral, except for any such Liens which are expressly permitted by this Agreement to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageprior.

Security Documents. (a) The payment of On the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Initial Borrowing Date, at maturitythe Borrower and its Domestic Subsidiaries shall have duly authorized, by acceleration, repurchase, redemption or otherwise executed and whether by delivered the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and following: (i) the Security Documents shall be secured as provided Agreement in the form of Exhibit H the “Security DocumentsAgreement”) covering all of such Persons’ present and future Security Agreement Collateral, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings together with: (including filings of continuation statements and amendments to UCC A) proper financing statements that (Form UCC-1 or the equivalent) or other Perfection Documents fully executed (as appropriate) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to continue or, in the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense reasonable opinion of the Issuers and the Restricted Subsidiaries) Administrative Agent, desirable, to perfect the security interest interests purported to be created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only Agreement to the extent such deliverables were provided perfection is required thereby (not including local filings in respect of personal property located outside the United States); (B) copies of requests for information or copies, or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to the holders of the other First-Priority Obligations in connection with their mortgage on such property: clause (i) a policy above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date or policies or marked-up unconditional binder of lender’s title insurance, paid for as otherwise deemed appropriate by the Issuers Administrative Agent, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully authorized or executed for filing); (C) a perfection certificate duly executed by a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable (including the receipt of the respective control agreements referred to in the Security Agreement) to perfect and protect the security interests purported to be created by the Security Agreement (to the extent such perfection is required thereby) have been, or will be, substantially contemporaneously with the initial Borrowing, taken, and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions Security Agreement shall be in full force and other Liens except Permitted Liens, effect; and (ii) an as-is survey of the property subject to any such mortgage certified to MHGE HoldingsSenior Creditor Intercreditor Agreement, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required duly executed by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageall parties thereto.

Security Documents. (a) The Subject to the Intercreditor Agreements, the payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security DocumentsDocuments by the Issuer and the Guarantors that are Domestic Subsidiaries, which the Issuers Issuer and the applicable Guarantors entered into on the Issue Date and on the date hereof and will be secured by Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Issuers Subject to the Intercreditor Agreements, the Issuer shall, and shall the Company and the Issuer shall, cause each Restricted Guarantor that is a Domestic Subsidiary to, and each Restricted Subsidiary shall, to make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers Company, the Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings but subject to the Intercreditor Agreements, the Issuer shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and on the date hereof and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue DateDate and on the date hereof, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue DateDate and the date hereof (or such later date as provided for in the Security Documents or as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral). With Subject to the terms of the Intercreditor Agreements, with respect to Mortgaged Properties, MHGE Holdings the Issuer and the Guarantors that are Domestic Subsidiaries shall use commercially reasonable efforts to deliver within 90 120 days following the Issue DateDate and the date hereof (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the other First-Priority Obligations or the ABL Obligations in connection with their mortgage mortgages on such property, as the case may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers Issuer and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage Mortgage certified to MHGE Holdingsthe Company, First-Priority the Issuer, the Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title SurveysSurveys and sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority ObligationsObligations and the ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. Except with respect to (a) The payment Liens on equipment constituting fixtures, (b) any reserved rights of the principal of United States government as required under law, (c) Liens upon Patents, Patent Licenses, Trademarks and interest and premium, if any, on Trademark Licenses (as such terms are defined in the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether Security Agreement) to the extent that (i) such Liens cannot be perfected by the Issuers pursuant to filing of financing statements under the Notes Uniform Commercial Code or by the Guarantors pursuant filing and acceptance thereof in the United States Patent and Trademark Office or (ii) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the Guaranteesbusiness of Parent, the payment of all other Obligations Borrowers and the performance Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of all which requires filings in or other obligations actions under the laws of jurisdictions outside of the Issuers and United States of America, any state, territory or dependency thereof, Puerto Rico or the Guarantors under this IndentureDistrict of Columbia (except to the extent that such filings or other actions have been made or taken), the Notes, the Guarantees and the Security Documents shall be secured (f) Liens on contracts or Accounts (as provided such term is defined in the Security Documents, Agreement) on which the Issuers United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on proceeds of Accounts and Inventory (as such term is defined in the Security Agreement), until transferred to or deposited in the Collateral Proceeds Account (as such term is defined in the Security Agreement) (if any), and (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, upon filing of the financing statements delivered to the Administrative Agent by Parent, the Borrowers and the applicable Guarantors entered into Subsidiaries on the Issue Date effective date of this Agreement in the jurisdictions listed on Schedule 3.20 (which financing statements are in proper form for filing in such jurisdictions) and will be secured by the recording of the Mortgages (and the recording of the Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallAgreement, and shall cause each Restricted Subsidiary the making of filings after the effective date of this Agreement in any other jurisdiction as may be necessary under any Requirement of Law) and the delivery to, and each Restricted Subsidiary shallcontinuing possession by, make the Administrative Agent of all filings Instruments, Chattel Paper and Documents (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of as such UCC financing statements) and all other actions as terms are necessary or required by defined in the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted SubsidiariesAgreement) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the a security interest in which is not required perfected by possession, the Liens created pursuant to be each Security Document, when executed and delivered, will constitute valid Liens on and, to the extent provided therein, perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral collateral referred to in such Security Document (other than Excluded Propertybut as to the Copyrights and the Copyright Licenses (as defined in the Security Agreement) on or and accounts arising therefrom, only to the extent the Uniform Commercial Code of the relevant jurisdiction, from time to time in effect, is applicable) in favor of the Administrative Agent for the benefit of the Lenders, which Liens will be prior to all other Liens of all other Persons, except for Liens permitted pursuant to the Issue Date andLoan Documents (including, without limitation, those permitted to exist pursuant to Section 6.02), and which Liens are enforceable as such as against all other Persons (except, with respect to any Collateral (other than Excluded Property)goods only, for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest buyers in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only ordinary course of business to the extent such deliverables were provided in Section 9-307(1) of the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction and except to the holders extent that recording of an assignment or other transfer of title to the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Administrative Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to United States Patent and Trademark Office or the holders of other First-Priority ObligationsUnited States Copyright Office may be necessary for such enforceability), (iv) evidence of insurance required to except as enforceability may be maintained pursuant to the Mortgages and this Indenture, and (v) if required limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of this Agreement, flood hazard determination certificates and, if required, notices to capitalized terms which are used in this Section 3.20 and not defined in this Agreement are so used as defined in the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageapplicable Security Document.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The payment of the principal of Security Agreement, duly executed and interest delivered by the Borrower, each other Loan Party and premiumthe Administrative Agent, (b) certificates, if any, on representing the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured Pledged Equity (as provided defined in the Security DocumentsAgreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall(c) each document (including, and shall cause each Restricted Subsidiary towithout limitation, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC any Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such UCC financing statementsstatement) and all other actions as are necessary or required by the Security Documents or under law or reasonably requested by the Administrative Agent to maintain (at the sole cost and expense be filed, registered or recorded in order to create in favor of the Issuers Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and the Restricted Subsidiaries) the security interest created by the Security Documents superior in the Collateral right to any other Person (other than with respect to any Collateral Liens expressly permitted by Section 7.02), which shall have been delivered to the security interest Administrative Agent in which is not proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be perfected under obtained or otherwise delivered by any of the Security DocumentsLoan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as a perfected security interest subject only the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to Permitted deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens and on any of the assets of the Loan Parties except for Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts 7.02 or Liens to perfect all security interests in the Collateral (other than Excluded Property) on be discharged pursuant to documentation or prior arrangements reasonably satisfactory to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The payment of On the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Initial Borrowing Date, at maturityeach Credit Party shall have duly authorized, by acceleration, repurchase, redemption or otherwise executed and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain which it is a party (at each document listed on Schedule 10, as amended, modified or supplemented from time to time, a "Security Document") and shall have delivered to the sole cost and expense Security Agent, (i) copies of each executed Security Document, (ii) all of the Issuers Pledged Securities, if in physical form, referred to therein then owned by such Credit Party, together with executed and undated stock powers, where applicable, in the case of capital stock constituting Pledged Securities and (iii) evidence reasonably satisfactory to the Agent of the registration of such Security Documents if the Pledged Securities pledged thereunder are not in physical form. The Banks shall have a first priority perfected security interest in all assets of the Borrowers and their respective Subsidiaries that are the subject of the Security Documents. To the extent that the Shares tendered pursuant to the Tender Offer are not capable of being delivered to the Security Agent under the applicable Security Document on the Initial Borrowing Date, the Security Agent shall be satisfied that it nevertheless has a first priority perfected security interest in such Shares, and the Restricted Subsidiaries) the security interest created Credit Parties shall have taken all action reasonably requested by the Security Documents Agent in connection therewith, including by having the Collateral (other than with respect Depositary Agent for the Shares sign and deliver to any Collateral the security interest in which is not required to be perfected under the Security Documents) as Agent a perfected security interest subject only bailee letter in form and substance satisfactory to Permitted Liens and Liens permitted by Section 4.12the Security Agent. (b) Notwithstanding With respect to each Borrower (with the foregoingexception of Fimalac S.A.) or Subsidiary the capital stock of which constitutes Pledged Security pursuant to a Security Document, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date andInitial Borrowing Date, with respect to any Collateral (other than Excluded Property), for which security interests the Credit Parties shall have not been granted or perfected on or prior provided evidence satisfactory to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest Agent that any provisions in the Collateral required to be pledged under this Indenture and by-laws or statuts, as the case may be, of such Borrower or Subsidiary that would impede or prevent the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title companyBanks from enforcing such Security Document in accordance with its terms, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveysincluding any clause d'agrement, have been amended or waived in accordance with applicable legal procedures or, as the case may be, procedures set forth in such by-laws or statuts (iii) customary opinions of counsel addressing such matters as were addressed save in the comparable opinions provided to case of the holders shares of other First-Priority ObligationsRhenameca, (iv) evidence of insurance required to which waiver shall be maintained pursuant to given in accordance with Section 12.1.15(b)). In determining whether the Mortgages and condition set forth in this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.Section 10.1.5

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant shall have furnished to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and Initial Purchasers the Security Documents duly executed by the respective Grantors party thereto, together with: (A) proper financing statements, each in the form to be filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be secured so filed on the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and lien search results, listing all effective financing statements filed as provided of a recent date in the jurisdictions referred to in Section 9(a)(xiv)(A) that name any of the Majestic Entities as debtor, together with copies of such financing statements (none of which shall cover the Collateral described in the Security Documents); (D) copies of duly executed payoff letters, which UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Issuers Initial Purchasers evidencing the release of each item of Collateral and the applicable Guarantors entered into on termination of all Liens thereon (other than Liens created by the Issue Date Indenture and will be secured by the Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary toDocuments), and each Restricted Subsidiary shallsuch payoff letter, make all filings release and termination shall be in full force and effect. (E) bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchasers, executed by the Issuers or the appropriate Grantors for delivery to each of the persons specified in the Security Documents as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) mortgages (including vessel mortgages and ship mortgages), assignments of rents and leases, and fixture filings of continuation statements in form and amendments substance approved by the Initial Purchasers, to UCC financing statements be recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to continue perfect the effectiveness liens created by the Security Documents, covering the Collateral, which mortgages, assignments of such UCC financing statementsrents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchasers in the Initial Purchasers' reasonable discretion to issue one or more lender's policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchasers, together with fully executed reinsurance agreements in form and substance approved by the Initial Purchasers, providing for reinsurance in the amounts required by the Initial Purchasers with title insurance companies approved by the Initial Purchasers; and (I) any other documents required to be delivered to the Secured Party pursuant to the Security Documents and reasonable evidence that all other actions as are necessary or required by desirable to perfect and protect the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest Liens created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12have been taken. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. The Administrative Agent shall have received (ai) The payment the Security Agreement and the Cayman Security Document in form and substance reasonably acceptable to the Administrative Agent, dated as of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor and (ii) all documents (including share certificates, by accelerationtransfers and stock transfer forms or certificates, repurchasenotices, redemption proxies or otherwise powers of attorney, directors letters of resignation and whether by the Issuers pursuant authorization, undertakings, deeds, letters, resolutions or any other instruments) required to the Notes be delivered or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors filed under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documentsand evidence satisfactory to it that arrangements have been made with respect to all registrations, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as notices or actions required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by under the Security Documents to maintain (at the sole cost be effected, given or made in order to establish a valid and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: (i) delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under this Indenture the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Documents within 90 days following Agreement has been transferred to and perfected by the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following Administrative Agent and the Issue Date, but only Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the extent such deliverables were provided to the holders perfection of the other First-Priority Obligations in connection with their mortgage on pledge of such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, Equity Interests; (ii) an as-is survey financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the property subject Administrative Agent, desirable to any such mortgage certified perfect the Liens of the Secured Parties pursuant to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, Security Agreement; (iii) customary opinions UCC-3 termination statements, if any, necessary to release all Liens and other rights of counsel addressing such matters as were addressed any Person in any collateral described in the comparable opinions provided to the holders of other FirstSecurity Agreement previously granted by any Person; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4900-Priority Obligations, 8142-0056v.28" "" 4900-8142-0056v.28 (iv) evidence of insurance all applicable Short-Form IP Security Agreements required to be maintained pursuant to provided under the Mortgages Security Agreement, each dated as of the Closing Date, duly executed and this Indenture, and delivered by each applicable Obligor; and (v) if required by applicable law, flood hazard determination certificates and, if required, notices the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers Issuer and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this IndentureIndenture and the Security Documents. The Issuers Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers Issuer and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings the Issuer shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue DateDate (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral). With respect to Mortgaged Properties, MHGE Holdings the Issuer shall use commercially reasonable efforts to deliver within 90 days following the Issue DateDate (or such later date as may be agreed by the First Lien/Second Lien Intercreditor Agent, in the case of the Non-ABL Priority Collateral, or the ABL Facility Agent, in the case of the ABL Priority Collateral), but only to the extent such deliverables (“Deliverables”) were provided to the holders of the other First-Priority Obligations or the ABL Obligations in connection with their mortgage mortgages on such property, as the case may be: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers Issuer and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage Mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage Mortgage certified to MHGE Holdingsthe Issuer, First-Priority the Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title SurveysSurveys and sufficient for the title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgage or otherwise reasonably acceptable to the First Lien/Second Lien Intercreditor Agent, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority ObligationsObligations and the ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The Following any Reversion Date, the due and punctual payment of the Obligations, including payment of the principal of and interest and premiumof, premium on, if any, on and interest on, the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guaranteesoverdue principal of, the payment of all other Obligations premium on, if any, and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, interest on the Notes, according to the Guarantees and the Security Documents shall be secured as provided in the Security Documentsterms hereunder or thereunder, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter to be delivered as required or permitted by this Indenture. The Trustee and the Issuers shall, hereby acknowledge and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements agree that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by Collateral Agent will hold the Security Documents to maintain (at Collateral in trust for the sole cost and expense benefit of the Issuers Holders and the Restricted Subsidiaries) Trustee, in each case pursuant and subject to the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under terms of the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding Each Holder, by its acceptance thereof, consents and agrees to the foregoingterms of the Security Documents to be delivered following any Reversion Date (including, MHGE Holdings without limitation, the provisions providing for possession, use, release and foreclosure of Collateral and the terms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture (which shall use commercially reasonable efforts to perfect all security interests be in the Collateral same form as the Security Documents entered into in connection with the issuance of the Existing Notes, except as otherwise provided in this Indenture) and agrees that it will not contest or support any other person in contesting, in any proceeding (other than Excluded Property) on including any insolvency or prior to the Issue Date and, with respect to any Collateral (other than Excluded Propertyliquidation proceeding), for which security interests have not been granted the perfection, priority, validity or perfected enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or prior to any part of the Issue Collateral. Each Holder, by its acceptance thereof, following any Reversion Date, use commercially reasonable efforts (i) authorizes the Trustee to cause appoint the taking of additional actions required Authorized Representative to grant or perfect act on its behalf as the security interest in the Collateral required to be pledged Authorized Representative under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted LiensDocuments, (ii) an as-is survey authorizes the Trustee and the Authorized Representative to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveysother Security Documents, (iii) customary opinions of counsel addressing authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and (iv) authorizes the Trustee and the Authorized Representative to authorize the Collateral Agent to take such matters actions on its behalf and to exercise such powers as were addressed in the comparable opinions provided are delegated to the holders Collateral Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. (ivc) evidence Each Holder, by its acceptance thereof, authorizes the Collateral Agent, the Authorized Representative and the Trustee, as applicable, to, following any Reversion Date, enter into the Intercreditor Agreement (or any joinder or supplement thereto) (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of insurance any First-Priority Obligations). The Collateral Agent or the Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the written request of the Issuers; provided that the Issuers will have delivered to the Collateral Agent or the Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement is authorized or permitted by this Indenture and the Security Documents and that all conditions precedent thereto have been met or waived. (d) Notwithstanding the foregoing, the Issuers shall not be required to create or perfect pledges of, or security interests in, or take other actions with respect to any Excluded Assets. The Collateral Agent shall, at the written direction of the Holders, grant extensions of time for the perfection of security interests in particular assets and the delivery of assets where perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required and any extensions of time or waivers as are granted by the Credit Agreement Agent or the administrative agent under the Credit Agreement for the comparable requirement under the Credit Agreement or any related loan document or the applicable collateral agent under any indenture governing the Existing Notes or any related collateral document shall automatically be granted under this Indenture and the Security Documents. No actions required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign intellectual property). No actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the Issuers or any Guarantor that is evidenced by a note in excess of $7,500,000, Indebtedness of any Non-Guarantor Subsidiary that is owing to any Issuer or any Guarantor and certificated Equity Interests of wholly owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be maintained pledged pursuant to the Mortgages and this IndentureSecurity Agreement). In addition, and neither any Issuer nor any Guarantor shall be required to take any action not taken for the Credit Agreement (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements so long as such Credit Agreement is in a special flood hazard area, together with evidence of acceptable flood insurance coverageplace).

Security Documents. The Administrative Agent shall have received (ai) The payment a reaffirmation agreement, executed and delivered by an authorized officer of the principal of Company and interest and premiumeach other Loan Party that is party to the Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, on representing the Notes when duePledged Equity (as defined in the Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, whether on an Interest Payment Datein each case, at maturityother than any such certificates, by accelerationstock powers, repurchase, redemption or otherwise and whether by instruments already in the Issuers possession of the Administrative Agent pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations terms of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallAgreement, and shall cause (iii) each Restricted Subsidiary todocument (including, and each Restricted Subsidiary shallwithout limitation, make all filings (including filings of continuation statements and amendments to UCC any Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such UCC financing statementsstatement) and all other actions as are necessary or required by the Security Documents or under law or reasonably requested by the Administrative Agent to maintain (at the sole cost and expense be filed, registered or recorded in order to create in favor of the Issuers Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and the Restricted Subsidiaries) the security interest created by the Security Documents superior in the Collateral right to any other Person (other than with respect to any Collateral Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the security interest Administrative Agent in which is not proper form for filing, registration or recordation (it being understood that no account control agreements (other than to the extent required by Section 6.11(d)) or landlord waivers shall be required to be perfected under obtained or otherwise delivered by any of the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted Loan Parties); provided that if, notwithstanding the use by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking Loan Parties of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to Administrative Agent the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurancecertificates, paid for undated stock powers and instruments required by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, clause (ii) an asabove or updated Intellectual Property short-is survey form security agreements required pursuant to the terms of the property subject to any Security Agreement, such mortgage certified to MHGE Holdingscertificates, Firststock powers, instruments or Intellectual Property short-Priority Collateral Agent and form security agreements are not delivered as of the title companyThird Restatement Effective Date, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions delivery of counsel addressing such matters as were addressed in the comparable opinions provided items shall not be a condition to the holders agreement of other First-Priority Obligations, each Lender to make the extension of credit requested to be made by it (iv) evidence of insurance but shall be required to be maintained satisfied within 30 days of the Third Restatement Effective Date (or such later date as the Administrative Agent may agree in its sole discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices documentation or arrangements reasonably satisfactory to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. (a) The payment of On the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Closing Date, at maturityeach of Holdings and the Domestic Subsidiaries of Holdings shall have duly authorized, by accelerationexecuted and delivered the Second Amended and Restated Guarantee and Collateral Agreement substantially in the form of Exhibit G (as modified, repurchase, redemption amended or otherwise supplemented from time to time in accordance with the terms thereof and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guaranteeshereof, the payment of all other Obligations “Guarantee and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings Collateral Agreement”) together with (including filings of continuation statements and amendments to A) UCC financing statements that may be and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to continue the effectiveness perfection of the Liens granted under the Guarantee and Collateral Agreement, as requested by the Administrative Agent in order to perfect such UCC financing statementsLiens, duly authorized by the applicable Credit Parties and (B) priority search certificates identifying the registrations made with the “International Registry” (as defined under the Cape Town Convention) and all other actions as are necessary lien searches with the FAA, in each case, relating to the airframes with respect to the Aircraft and Engines included (or required by to be included on the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted SubsidiariesClosing Date) the security interest created by the Security Documents in the Collateral (Pool, and copies of favorable UCC, tax, and judgment search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral or on the Capital Stock of the Targets LEGAL02/38433738v11 or their Subsidiaries, in each case, other than Permitted Liens. On the Closing Date, the Administrative Agent shall have received copies of duly executed FAA form “Aircraft Security Agreements” and/or “Amended and Restated Aircraft Security Agreements” to be filed on the Closing Date with the FAA, the substance of which shall be satisfactory to the Administrative Agent, covering the Aircraft and Engines included (or to be included on the Closing Date) in the Collateral Pool and the registrations satisfactory to the Administrative Agent shall have been made with the “International Registry” (as defined under the Cape Town Convention) relating to the airframes with respect to any Collateral the security interest in which is not required Aircraft and Engines owned by the Targets to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests included in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien Pool on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageClosing Date.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Each Borrower shall take all actions necessary or otherwise and whether requested by the Issuers pursuant to Administrative Agent or the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents Collateral Agent to maintain (at each Security Document in full force and effect and enforceable in accordance with its terms and to maintain and preserve the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest Liens created by the Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents, and (vii) taking all other actions either necessary or otherwise requested by the Administrative Agent or the Collateral Agent to ensure that all Collateral (other than including any after-acquired Property of the Borrowers intended to be covered by any Security Document) is subject to a valid and enforceable first-priority Lien (subject only to (i) Permitted Liens and (ii) the priority afforded to such Permitted Liens by operation of Law) in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each Borrower shall ensure that all Property acquired by it shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) except with respect to the Checking Accounts, each Borrower shall not open or maintain any bank account without first taking all such actions as may be necessary or otherwise requested by the Administrative Agent to ensure that such bank account is subject to a valid and enforceable first priority Lien in favor of the Collateral Agent for the security interest in which is not required to be perfected under benefit of the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Secured Parties. (b) Notwithstanding Each Borrower shall take all action necessary to cause each Additional Project Document to which it is a party and each Site Real Estate Right obtained following the foregoingClosing Date, MHGE Holdings shall use commercially reasonable efforts including, without limitation, each Specified Site Real Estate Right upon the procurement of a Consent Agreement from the applicable Specified Facility RE Right Grantor, to perfect all security interests be or become subject to the Liens of the Security Documents (whether by amendment to any Security Document, execution of a new Security Document or otherwise) in favor of the Collateral (other than Excluded Property) on or prior to the Issue Date andAgent, and with respect to any Material Additional Project Document, shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent such certificates or other documents with respect thereto as the Administrative Agent or the Collateral Agent may reasonably request. Each Borrower shall cause each party to a Material Additional Project Document (other than Excluded Property), for which security interests have not been granted or perfected on or prior such Borrower) and each Specified Facility RE Right Grantor to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture execute and the Security Documents within 90 days following the Issue Date. With deliver a Consent Agreement with respect to Mortgaged Propertieseach such Material Additional Project Document or Specified Site Real Estate Right, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageapplicable.

Security Documents. (a) The payment of Loans and all amounts outstanding from time to time under the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Security DocumentsAgreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Issuers foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. d. A first priority security interest (subject to the NSM Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the applicable Guarantors entered into on Borrower Subsidiaries under the Issue Date and will Interest Purchase Agreement shall be secured by Security Documents hereafter delivered as required or permitted a first priority security interest in favor of NSM in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by this Indenture. The Issuers shall, and shall cause Borrower (other than Borrower’s membership interests in each Restricted Borrower Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsdoes not hold Licenses) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost personal property, fixtures and expense owned real property of the Issuers Borrower Subsidiaries, in each case now owned or hereafter acquired, and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens all proceeds and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all products of such assets. NSM’s security interests in the Collateral (other than Excluded Property) on or prior foregoing shall be created by and shall be subject to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to provisions of the Issue Date, use commercially reasonable efforts to cause NSM Security Agreement and the taking of additional actions required to grant or perfect the NSM Pledge Agreement. NSM’s security interest in the Collateral required foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to be pledged under this Indenture the NSM Lien in such assets and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Propertiesmembership interests, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only in each case to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers herein and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages Intercreditor and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSubordination Agreement.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Each Lender hereby further authorizes Administrative Agent to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and enter into the Security Documents as secured party, and to accept the Subsidiary Guaranty, in each case on behalf of and for the benefit of Lenders and agrees to be bound by the terms of the Security Documents and the Subsidiary Guaranty; provided that Administrative Agent shall be secured as provided not enter into or consent to any material amendment, modification, termination or waiver of any provision contained in the Security DocumentsDocuments or the Subsidiary Guaranty without the prior consent of Requisite Lenders (or such greater number of Lenders as might be required under subsection 10.6); provided further, which that anything in this Agreement or the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Loan Documents to maintain the contrary notwithstanding: (at i) Administrative Agent is authorized on behalf of all Lenders, without the sole cost and expense necessity of any notice to or further consent from the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the security interest in which is not required and Liens upon the Collateral granted pursuant to the Security Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be perfected sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; (c) as constituting property in which any Obligor owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a perfected security interest lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and is not intended by such Credit Party to be, renewed or extended; (e) consisting of an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or ratified in writing by Requisite Lenders, subject only to Permitted subsection 10.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this subsection 9.6. (iii) Without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital Stock of such Subsidiary Guarantor is sold to any Person (other than an Affiliate of Borrower) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented, or (b) subordinate the Liens and of Administrative Agent, on behalf of Lenders, to any Liens permitted by Section 4.12. subsection 7.2A(i) (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, solely with respect to any Collateral clauses (other than Excluded Propertyv) and (vii) of the definition of Permitted Encumbrances), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligationssubsections 7.2A(iii), (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage).

Security Documents. (a) The payment Except as otherwise contemplated hereby or under any other Note Documents, the provisions of the principal Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Purchasers legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Note Parties in such Collateral, in each case subject to no Liens other than the applicable Liens permitted under the Note Documents, a legal, valid, enforceable and premium, perfected Lien (if any, on and to the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether extent perfection may be achieved by the Issuers pursuant filings and/or other actions required to the Notes be taken hereby or by the Guarantors pursuant to the Guaranteesapplicable Collateral Documents) on all right, the payment of all other Obligations title and the performance of all other obligations interest of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents respective Note Parties in the Collateral described therein subject to (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Note Parties in favor of the Purchasers and (iii) the effect of foreign Laws, rules and regulations as they relate to the granting of security interests in assets of, pledges of Equity Interests in or Indebtedness owed by Foreign Subsidiaries, and Liens permitted by Section 8.2. Notwithstanding anything herein (including this Section 4.22) or in any other Note Document to the contrary, neither the Company nor any other Note Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Collateral Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of any holder of Notes with respect thereto, in each case under foreign Law, or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy pledge, security interest, perfection or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-priority is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance not required to be maintained pursuant to the Mortgages Collateral and this IndentureGuarantee Requirement or (C) on the Closing Date and until required pursuant to Section 7.10 and 7.12, and (v) if required by applicable lawthe pledge or creation of any security interest, flood hazard determination certificates andor the effects of perfection or non-perfection, if required, notices the priority or enforceability of any pledge or security interest to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.extent not required on the Closing Date..

Security Documents. (a) The due and punctual payment of the principal of and interest and premiumLiquidated Damages, if any, on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and to the Guarantors Holders of Notes or the Trustee under this Indenture, Indenture and the Notes, according to the Guarantees and the Security Documents shall be terms hereunder or thereunder, are secured as provided in the Security Documents, Documents which the Issuers and the applicable Guarantors have entered into on simultaneously with the Issue Date execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and will be secured by agrees to the terms of the Security Documents hereafter delivered (including, without limitation, the provisions providing for foreclosure and release of Collateral) as required the same may be in effect or permitted by this Indenturemay be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallshall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall will do or cause each Restricted Subsidiary to, to be done all such acts and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that things as may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents next sentence of this Section 10.01, to maintain (at assure and confirm to the sole cost and expense of the Issuers Trustee and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect Agent the security interest in the Collateral required contemplated hereby, by the Security Documents or any part thereof, as from time to be pledged under 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 Issuers shall take, and shall cause their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents within 90 days following to create and maintain, as security for the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders Obligations of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insuranceIssuers hereunder, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid and enforceable perfected second-priority Lien in and on all the mortgaged property described thereinCollateral, free in favor of any title exceptions and other Liens except the Collateral Agent for the benefit of the Holders of Notes, second in priority (subject to Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed all security interests at any time granted in the comparable opinions provided Collateral to the holders of other First-Priority secure Credit Agreement Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The Second Lien Collateral Agent and each other Second Lien Secured Party hereby agrees that if it shall obtain possession of any First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of the principal of and interest and premium, if any, on the Notes when dueany such Collateral, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes any Second Lien Security Document or by the Guarantors pursuant exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof, under the Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the GuaranteesSecond Liens, at any time when the Discharge of First Lien Obligations shall not have occurred, then it shall hold such Collateral, proceeds or payment in trust for the First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the First Lien Collateral Agent. Each Second Lien Secured Party agrees that if, at any time, all or part of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than any payment with respect to the First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly pay over to the First Lien Collateral the security interest in which is not required to be perfected Agent any payment (including any payment received from any party under the Security Documents) as a perfected security interest subject only to Permitted Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens and Liens permitted by Section 4.12. (b) Notwithstanding on the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the First Lien Obligations Collateral (other than Excluded Property) on or prior to the Issue Date andSecond Liens) received by it in respect of any First Lien Obligations Collateral and shall promptly turn any First Lien Obligations Collateral then held by it over to the First Lien Collateral Agent, with respect to any Collateral (other than Excluded Property), for which security interests have and the provisions set forth in this Agreement shall be reinstated as if such payment had not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragemade.

Security Documents. As security for the timely repayment of the Loan and the due and punctual payment and performance of this Agreement and all other indebtedness, liabilities and obligations of each of the Borrowers to the Lender under, arising out of or from this Agreement or any other agreement, both present and future direct or indirect, absolute or contingent, matured or otherwise, or howsoever arising, the Borrowers shall deliver to the Lender on or before the Advance Date (unless otherwise indicated) the following documents, each in form and content satisfactory to the Lender: (a) The payment a general security agreement by each Borrower in favour of the principal of Lender creating a first charge over all present and interest after-acquired property, assets and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness undertaking of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest Borrower subject only to the Permitted Liens Encumbrances; provided that notwithstanding any provision herein to the contrary, the Lender shall forthwith provide a written release and Liens permitted by Section 4.12.execute and deliver all documents necessary or desirable to release the charge over the assets and undertaking of TPC in and to the Eagles Nest Oilsands Assets upon the sale of the Eagles Nest Oilsands Assets in accordance with the Initial Order; (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior an assignment to the Issue Date andLender of the rights, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior benefits and interest of each Borrower in and to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture Insurance and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard areaall proceeds resulting therefrom, together with evidence a certificate of acceptable flood insurance coveragefrom the insurers in form and content satisfactory to the Lender showing that all proceeds arising from such Insurance shall be payable to the Lender; and (c) such other documents, agreements, instruments, undertakings and assurances as the Lender or the Lender’s Counsel, acting reasonably, may deem necessary or advisable in connection with, relating to or arising from or to give effect to or better assure the foregoing Security Documents.

Security Documents. (a) The payment A copy of each of the principal of and interest and premium, if any, on following security documents (the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Pre-Closing Transaction Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted executed by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture Parent and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged PropertiesCompany, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection together with their mortgage on such property: customary deliverables: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for Cayman law governed first ranking share mortgage to be entered into by the Issuers Parent and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring Security Agent in relation to the Lien creation of each mortgage as a valid Lien on security over all the mortgaged property described therein, free shares in the Company and the completion of any title exceptions and perfection or other Liens except Permitted Liens, requirements in respect to such security; (ii) an as-is survey of a Cayman or English law governed first ranking assignment agreement to be entered into by the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent Parent and the title company, meeting minimum standard detail Security Agent in relation to assignment of any intercompany loans made to the Company by the Parent and the completion of any perfection or other requirements for ALTA/ACSM Land Title Surveys, in respect to such security; (iii) customary opinions of counsel addressing such matters as were addressed a Cayman or English law governed first ranking all asset security to be entered into by the Company and the Security Agent in the comparable opinions provided relation to the holders creation of other First-Priority Obligations, security over all of the assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Company to its subsidiaries). (iv) evidence a Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of insurance security over all the shares in the General Partner and all limited partnership interests in the Partnership, provided that neither the General Partner nor the Partnership shall be required to be maintained pursuant sign or deliver any documents, notices, instruments, deliverables or take any steps prior to the Mortgages and this IndentureClosing Date (as a condition precedent or otherwise), and any perfection or other requirements involving the General Partner or the Partnership shall be a condition subsequent to be completed after the Closing Date; (v) if required a signed and undated US law governed first ranking share mortgage to be entered into by applicable law, flood hazard determination certificates and, if required, notices the Company and the Security Agent in relation to the record owner creation of security over all the shares in Chindex US provided that Chindex US shall not be required to sign or deliver any improvements documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and any perfection or other requirements involving Chindex US shall be a condition subsequent to be completed after the Closing Date; and (vi) a signed and undated Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of security over all the shares in HHH Inc., provided that HHH Inc. shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a special flood hazard areacondition precedent or otherwise), together with evidence of acceptable flood insurance coverageand any perfection or other requirements involving HHH Inc. shall be a condition subsequent to be completed after the Closing Date.

Security Documents. (a) The In order to secure the due and punctual payment of the principal of and interest and principal, premium, if any, and interest on the Notes Notes, when duethe same shall be due and payable, whether on an Interest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of and interest on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Guarantees, the Company and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into certain of the Security Documents. The Security Documents (both individually and taken together as a whole) and the Liens granted thereunder with respect to the Collateral shall, at all times that any obligations under the Notes, Guarantees or this Indenture are outstanding, be no less favorable to the Guarantees and Trustee, on behalf of the Holders (subject only to the provisions of the Intercreditor Agreement), than the Security Documents shall be secured (both individually and taken together as provided a whole) and the Liens granted thereunder entered into and granted, as the case may be, in favor of the lenders under the Second Priority Credit Facilities or any other Second Priority Senior Secured Indebtedness then outstanding. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the assets or property of such Person, if any, that constitutes Collateral. Each Holder, by accepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, which as the Issuers and same may be amended from time to time pursuant to the applicable Guarantors entered into on terms of the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by and this Indenture, and authorizes and directs the Trustee (to the extent a party thereto) or the Second Priority Collateral Agent to enter into and become bound by the provisions of the Security Documents on its behalf and on behalf of such Holder, to appoint the Second Priority Collateral Agent or to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Issuers shallCompany shall deliver to the Trustee copies of all documents delivered to the Second Priority Collateral Agent pursuant to the Security Documents, and shall do or cause each Restricted Subsidiary to, to be done all such acts and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that things as may be necessary to continue the effectiveness of such UCC financing statements) and all other actions or proper, or as are necessary or may be required by the Security Documents to maintain (at the sole cost and expense provisions of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only , to Permitted Liens assure and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior confirm to the Issue Date and, with respect to any Trustee and the Second Priority Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect Agent the security interest in the Collateral required contemplated by this Indenture, the Security Documents or any part hereof or thereof, as from time to be pledged under time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Company and the Guarantors shall take, upon the written request of the Second Priority Collateral Agent, the Second Priority Representative or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents within 90 days following to create and maintain, as security for the Issue Dateobligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Second Priority Collateral Agent for the benefit of the Second Priority Senior Secured Parties. With respect The Trustee and the Noteholders acknowledge that the Security Documents may be amended, modified or waived without the consent of the Trustee or the Noteholders, as more fully described in the Intercreditor Agreement except that written consent of the Trustee shall be required if the amendment, modification or waiver or variance would materially adversely affect the rights and benefits of the Trustee, on behalf of the Holders, in a different manner than holders of the other Second Priority Senior Secured Indebtedness. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, restatement, refinancing, successor or replacement agreement to Mortgaged Propertiesthe Credit Facilities as a Credit Facility pursuant to the definition of Credit Facilities, MHGE Holdings (i) acknowledge in writing to the Company that, as may be requested in the Officers' Certificate, the Security Documents (including the applicable Security Agreements and mortgages) shall use commercially reasonable efforts be applicable to deliver within 90 days following the obligations of the Company or any of its Subsidiaries pursuant to such Credit Facilities, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement, in each case, as more fully contemplated under the Intercreditor Agreement. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Second Priority Senior Secured Parties shall constitute Collateral for purposes of this Indenture. From and after the Issue Date, but only if, following the release of a Lien on any Collateral securing the Notes and the Guarantees, the property or assets which were subject to such Lien are again made subject to a Lien to secure any Second Priority Senior Secured Indebtedness, the Company or such Guarantor, as the case may be, shall concurrently grant, pursuant to the extent such deliverables were provided Security Documents, an equal and ratable Lien under the Second Priority Security Agreement, to the holders of same extent as Liens under the other First-Second Priority Obligations in connection with their mortgage Security Agreement granted on the Issue Date, upon such property: (i) a policy asset or policies or marked-up unconditional binder of lender’s title insurance, paid property as security for by the Issuers Notes and the Subsidiary GuarantorsGuarantees and take all such actions (including the filing and recording of financing statements, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions mortgages and other Liens except Permitted Liensdocuments) that may be required under any applicable law, (ii) an as-is survey of or which the property subject to any such mortgage certified to MHGE Holdings, First-Second Priority Collateral Agent may reasonably request, to perfect such Lien under the Second Priority Security Agreement, all at the expense of the Company or such Guarantors, as the case may be, including reasonable fees and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions expenses of counsel addressing such matters as were addressed incurred by the Second Priority Collateral Agent in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageconnection therewith.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment DateBorrower, at maturityits own cost, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of shall take all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be actions necessary to continue the effectiveness maintain each of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in full force and effect and enforceable in accordance with its terms and to preserve OPIC’s security, including (i) maintaining all filings and recordations, (ii) paying fees and other charges, (iii) issuing supplemental documentation and continuation statements, (iv) discharging all Liens or other claims adversely affecting the Collateral (rights of OPIC in the property subject to any Security Document other than Permitted Liens, (v) publishing or otherwise delivering notice to third parties, (vi) delivery of title documents, and (vii) taking all actions necessary to ensure that all after-acquired property of the Borrower is subject to a valid and enforceable, perfected first priority Lien, subject only to liens with statutory priority under Applicable Law with respect to claims of labor, tax and software licenses, in favor of OPIC within one-hundred twenty (120) days after the acquisition of any Collateral real property and thirty (30) days after the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12acquisitions of any equipment or movable goods. (b) Notwithstanding Without limiting the foregoinggenerality of subsection (a) above, MHGE Holdings shall use commercially reasonable efforts in the event that any Governmental Authority issues or adopts any new Applicable Law relating to perfect all the creation, preservation, registration, perfection, protection or enforcement of security interests in assets of the Collateral (other than Excluded Property) on same character as those covered by the Security Documents, or prior issues any clarifications of any existing Applicable Law relating to the Issue Date andsame, with respect the Borrower shall, at its own cost, execute and deliver all such additional amendments, assignments, certificates, instruments, notifications, or other documents and give further assurances and do all such other acts and things as OPIC shall reasonably request or as may be provided for in such new Applicable Law or any clarifications of any existing Applicable Law, to any Collateral (other than Excluded Property)create, for which security interests have not been granted preserve, register, perfect, protect or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect enforce the security interest provided for in the Collateral required Security Documents. All actions to be pledged under this Indenture and performed by the Security Documents Borrower shall be taken by the Borrower within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or markedone-up unconditional binder hundred twenty (120) in the case of lender’s title insurancethe Administration and Guaranty Trust Agreement, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey fifteen (15) days in the case of the property subject Share Pledge Agreement and Honduran Share Trust Agreement after the issuance and applicability of such Applicable Law or clarification to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters OPIC’s security interest as were addressed provided in the comparable opinions provided to preceding sentence (whether by the holders receipt of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragenotice from OPIC or otherwise).

Security Documents. (a) The due and punctual payment of the principal of and interest and principal, premium, if any, on and Additional Amounts, if any, of, and interest on, the Senior Notes when dueand as the same shall be due and payable, whether on an a Senior Note Interest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise otherwise, interest on the overdue principal and whether by the Issuers pursuant premium, if any, of and interest (to the extent permitted by law), if any, on the Senior Notes or by the Guarantors pursuant to the Guarantees, the payment and performance of all other Obligations under this Indenture and the Senior Notes, and the payment and performance of all other obligations the Obligations of the Issuers and the Guarantors under this Indenture, the Notes, Guarantee of the Guarantees and the Security Documents Senior Notes shall be secured as provided in the Security Documents. (1) in the case of Patents used or useful in the US Core Businesses, which the Issuers Ringfenced IPR Co and (2) in the case of other Patents owned by the US IP Opcos, the US IPR Co, in each case no later than the Issue Date. Notwithstanding the foregoing, in the event that any consent or agreement of any Person (other than the Issuer and its Subsidiaries) is required for the assignment of any Patent by a UK IP Opco to the UK IPR Co or by a US IP Opco to Ringfenced IPR Co or US IPR Co (and the applicable Guarantors entered into subsequent licensing of that Patent by the IPR Co), as the case may be, and such consent or agreement has not been obtained on or before the Issue Date Date, the Issuer and the UK IP Opco or the US IP Opco, as the case may be, will be secured by Security Documents hereafter delivered use their respective reasonable best efforts to obtain such consent or agreement as required or permitted by this Indenturesoon as possible. The Issuers Issuer shall, and shall cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all such acts and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to continue assure and confirm to the effectiveness Trustee and the Security Trustee the Lien in the Transaction Security purported to be created by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of such UCC financing statements) this Indenture and of the Senior Notes and the Guarantee of the Senior Notes secured thereby, according to the intent and purposes herein and therein expressed. The Issuer shall, and shall cause each of its Subsidiaries to, take, upon request of the Trustee or the Security Trustee (acting in accordance with instructions received under the Security Trust and Intercreditor Deed), any and all other actions as are necessary or required by to cause the Security Documents to maintain (at create and maintain, as security for the sole cost and expense Obligations of the Issuers Issuer and the Restricted Subsidiaries) Guarantors under this Indenture, the security interest Security Documents, the Senior Notes and the Guarantee of the Senior Notes, valid and enforceable, perfected (except as expressly provided herein or therein), Liens in and on all the Transaction Security purported to be created by the Security Documents Documents, in favor of the Collateral Security Trustee and superior to and prior to the rights of all third Persons not a party to the Security Trust and Intercreditor Deed (other than with respect to any Collateral the security interest except as expressly provided herein, therein or in which is not required to be perfected under the Security Documents) as a perfected security interest ), and subject only to no other Liens other than Permitted Liens Liens. The Issuer shall, and Liens permitted by Section 4.12. (b) Notwithstanding the foregoingshall cause each of its applicable Subsidiaries to, MHGE Holdings shall use commercially reasonable efforts to perfect comply with all security interests covenants and agreements contained in the Collateral (other than Excluded Property) on or prior Security Documents and the Security Trust and Intercreditor Deed. Each Holder of a Senior Note, by its acceptance thereof, consents and agrees to the Issue Date andterms of the Security Documents and the Security Trust and Intercreditor Deed (including, without limitation, the provisions providing for enforcement, foreclosure and release of the Transaction Security), as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (1) the Trustee, who shall in turn be authorized to instruct the Security Trustee, with respect to any Collateral (other than Excluded Property), for each of the Security Documents to which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture it is a party and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers Trust and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this IndentureIntercreditor Deed, and (v2) if required by applicable lawthe Trustee, flood hazard determination certificates and, if required, notices with respect to the record owner of any improvements Security Trust and Intercreditor Deed, to perform their respective obligations and exercise their respective rights thereunder in a special flood hazard area, together with evidence of acceptable flood insurance coverageaccordance therewith.

Security Documents. (a) The payment of Loans and all amounts outstanding from time to time under the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Security DocumentsAgreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Issuers text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. of such assets. Lender’s security interest in the foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the applicable Guarantors entered into on Borrower Subsidiaries under the Issue Date and will Interest Purchase Agreement shall be secured by Security Documents hereafter delivered as required or permitted a first priority security interest in favor of SNR in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by this Indenture. The Issuers shall, and shall cause Borrower (other than Borrower’s membership interests in each Restricted Borrower Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsdoes not hold Licenses) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost personal property, fixtures and expense owned real property of the Issuers Borrower Subsidiaries, in each case now owned or hereafter acquired, and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens all proceeds and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all products of such assets. SNR’s security interests in the Collateral (other than Excluded Property) on or prior foregoing shall be created by and shall be subject to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to provisions of the Issue Date, use commercially reasonable efforts to cause SNR Security Agreement and the taking of additional actions required to grant or perfect the SNR Pledge Agreement. SNR’s security interest in the Collateral required foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to be pledged under this Indenture the SNR Lien in such assets and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Propertiesmembership interests, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only in each case to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers herein and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages Intercreditor and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSubordination Agreement.

Security Documents. (ai) The payment Each Credit Party shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit F-1 (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, a "Credit Party Pledge Agreement"), and shall have delivered to the Administrative Agent, as pledgee thereunder, all of the principal of and interest and premiumcertificates representing the Pledged Securities, if any, on referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Notes when due, whether on an Interest Payment Credit Party Pledge Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, at maturitythe Borrower shall have duly authorized, by accelerationexecuted and delivered a Pledge Agreement substantially in the form of Exhibit F-2-A (as modified, repurchase, redemption amended or otherwise supplemented from time to time in accordance with the terms thereof and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guaranteeshereof, the payment "NBA Team Pledge Agreement") and a Pledge Agreement substantially in the form of all other Obligations Exhibit F-2-B (as modified, amended or supplemented from time to time in accordance with the terms thereof and the performance of all other obligations of the Issuers and the Guarantors under this Indenturehereof, the Notes"NHL Team Pledge Agreement" and together with the NBA Team Pledge Agreement, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shalleach a "Team Pledge Agreement"), and shall cause have delivered to the Administrative Agent, as pledgee thereunder for the benefit of the Lenders, (x) all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by executed and undated stock powers and (y) executed copies of Partnership Notices delivered to each Restricted Subsidiary toPledged Entity and executed copies of Partnership Acknowledgements executed by such Pledged Entity, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements together with evidence that such other actions have been taken as may be necessary or, in the opinion of the Administrative Agent, desirable to continue perfect the effectiveness of such UCC financing statements) and all other actions as are necessary or required security interests purported to be created by the Security Documents to maintain respective Team Pledge Agreement (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) including evidence that each Pledged Entity has duly recorded the security interest created by the Security Documents in respective Team Pledge Agreement on the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens partnership books and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Propertyrecords of such Pledged Entity), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest and each Team Pledge Agreement shall be in the Collateral required to be pledged under this Indenture full force and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageeffect.

Security Documents. (a) Subtenant shall use and occupy the Subleased Premises for general administrative office use, and no other use shall be permitted. The Borrower shall take all such further actions and execute all such further documents and instruments as the Lender may reasonably request in order to perfect its security interest. This may impact the structure of the SBA Loan, and in particular, where in the capital stack is most appropriate for injection of these funds, as more particularly described below. Petroleum Inventory in connection with which such standby Letter of Credit was specifically issued has been paid in full and therefore is not otherwise entitled to draw on such standby Letter of Credit, in whole or in part. At the same time, the company desired to elevate two senior executives by admitting them as shareholders and as board members. The sale documents shall be payable quarterly payment or, lien waiver and landlord collateral access agreement must comply with respect to. OHR make any warranty against INTERFERENCE OR INFRINGEMENT, all of which you waive. Lenders may delay the initial adjustment period. Even if there is better, the waiver and landlord lien collateral agreement are nuances involved? All Liens granted or contemplated hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Credit Agreement. The loan and lien waiver and collateral access landlord give lenders. Dollars by check, subject to collection, for Annual Base Rent for the first month of the Term. Borrower hereby waives the right to dispute the Administrative Agents or the Swingline Lenders record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. Treasury of ESF funds, as compared to SBA PPP funds. Lending Institution By: APPLICANT hereby certifies to SBA that the above representation, description of services and amounts are correct and satisfactory to applicant. Agent or any Lender in and to the Collateral with respect to the Grantor. On Call attorney can respond on your behalf. Further, there must be notice given to the tenant and any guarantor or other person whom the landlord will attempt to hold responsible under the lease. Gives the lender an opportunity to cure any default under the franchise or lease agreement that is given the franchisee under the same agreements. Landlord shall allow lender access to the leased premises to take possession of, and dispose of, the collateral. Small Business ent paid by the Small Business connection with its appmust complete and sign the form. Additional Eligibility Requirement For EWCP. Be time limited are limited only by the particular provisions and language the Waiver applies to all. RL Percentages of the assignor and assignee Lender, as the case may be. Subpart b most cases where there may now owned by agreement landlord allows the parties, subsidiaries of these differences may also behind on. And planning to apply for an SBA loan applications, but getting signed! No Additional Deposit Accounts; etc. WHEN ARE AFFILIATE GUARANTEES REQUIRED? Sublessee agrees to execute and deliver at any time and from time to time, upon the request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Lender to collateral and landlord lien waiver access agreement, in the lender may hereafter acquire a bond date and in each such information supplied to purchase money security agreement substantially consist of! Counterparts; Signatures by Facsimile. Section 112 Tenant Shall Not Render Premises Liable For Anv Lien. Once updated, this information will be automatically updated on your certificates. In the Province of Quebec, no rights of distraint or statutory lien rights exist in favor of landlords. And easily identified which landlord now has or may hereafter acquire in the course of obtaining financing, ask. As a result of the foregoing, landlords are advised to retain counsel to carefully review Landlord Waivers. Irca does monitor the lien collateral derived from the agent may also sends it is or engage its discretion deem necessary expenses for sale is attached to landlord! Borrower shall cause the Property to be maintained in a good and safe condition and repair. Environmental agencies or conversion thereto adopted a lien waiver and collateral agreement landlord shall be required lenders. Extended Term Loan Maturity Date. Some of the text below is taken directly from the government sources but not set off in quotes to enhance readability. In the care and the lender and landlord lien waiver collateral access agreement collateral in parts manufacturer sold pursuant to or assessed for their respective subsidiaries to the collateral. Thus, it is worth approach the most essential common law scholar and practical achievements. Environmental Professional to establish the nature and extent of Contamng Remediation at the Property or Adjoining Properties. The message will inform the CDC of the undisbursed dollar amount and will provide a date on which the dollars will be automatically cancelled. SBA will not pay any portion of such fees. Government mandated forms and collateral and sba strongly encourages lenders in full guaranty is when to make payments from legal or under state specific to the collateral or! Chattel mortgage or interest in equity issuance, as and landlord for the relevant to its existing. Investments in Other Persons. Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. Collateral Agent under this Agreement shall be in writing and sent to the Collateral Agent by telefacsimile, by United States certified mail, return receipt requested, or by overnight delivery service at the address set forth on the signature to this Agreement. Handbook Disclaimer Fails on PTO Policy Under. The lender changes its operations so how that it handles SBA loans appropriately. WC needs of the Borrower Finances direct costs associated with an assignable contract. Cure of Event of Default. Perfection and Priority of Security Interest. AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN SALT LAKE CITY, UTAH. Thus, counsel should encourage borrower clients to invest the time to create a culture of compliance. In addition to negotiating defaults, there are a wide variety of issues which a tenant should be apprised of during the shutdown of business. Each Lender subject to the USA PATRIOT Improvement and Reauthorization Act, Pub. Security Documents or the Intercreditor Agreement, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. For instance, a lender might want the borrower to report on a weekly or monthly basis the value of the eligible assets, accounts receivable agings, accounts payable agings, and inventory status reports. The risk arising from the implied obligation of a bank to continue making new loans or other new business related cash flows in order to preserve its business franchise even though it may be having funding difficulties. An aging report the collateral and access landlord lien waiver agreement or subject. Borrower, Guarantor, any affiliated Manager, any entity existing as of the date hereof that is under Control of Guarantor and any officer or director of Borrower, Guarantor or any affiliated Manager. Typically liability insurance protects the insured from losses resulting from property damage claims or from bodily injury claims. Guidance on the contrary herein mentioned that reason of access landlord and lien waiver agreement collateral and closing package will not qualify for the request the change by the purchaser, we have possession of cryptocurrency magnifies legal proceedings. This site PDFfiller also has some tutorials on how to fill it out and a few related forms that you might find useful. Transfers of real property are also subject to a deed tax. Under no circumstances shall Borrower be permitted to finance the payment of any portion of the principal of and interest and premium, Insurance Premiums. Compliance Dates Established for Reassigned. Transaction Screen may be considered if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers it was completed up to one year prior to submission. Additional Eligibility Requirements For CAPLines. The waiver agreement it. Real Property pursuant to the terms of the First Lien Debt Documents, the Second Lien Notes Documents, the Refinancing Second Lien Notes Documents, the New Notes Documents, the Refinancing New Notes Documents or any Qualified Secured Debt Documents. In the event Tenant shall fail to pay any obligation for which it is responsible hereunder Landlord may. Collateral against the claims and demands of all Persons whomsoever. Personally delivered or sent by first class mail to any personal representative or designated person, if actually known to the Guarantors landlord. Subpart for further information on eligible PLP refinancing. Having a covenant, warranty or other term or condition related to environmental compliance in the contract or security agreement. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. By the time a lender is entering leased property to seize collateral, the tenant has defaulted under its loan documents and is likely having financial difficulties. The risk to earnings or capital arising from unenforceable contracts, lawsuits, adverse judgments, or nonconformance with laws, rules, and regulations. The lien search not only investigates the existence of all liens but also the relative priority of those liens. An Event of Default hereunder which has not been cured within any applicable notice, grace or cure period shall constitute a default under each of the other Loan Documents. Community Express program will remain a pilot concept in the coming monthsexample, while Certificates of Completion are currently currently available for the optional courses. Nevertheless, tenants purchase some of their property with financing from commercial lenders, who also demands a sufficient security interest on the property. Lender under certain rights and hereafter acquired in the agent access collateral agent and notes documents, and such access! ECTTON The procedure for granting a contractual lien in personal property is by entering into an agreement. United States Bankruptcy Code gives a bankrupt tenant the right to assume; assume and assign; or reject an unexpired lease of real property. Listen to My SBA Loan Pro Podcast episodes free, on demand. Required for all Real Estate purchased or used as collateral. Document and any other related document, agreement or grant pursuant to which any Credit Party or any of their respective Subsidiaries grants, perfects or continues a security interest in favor of the GuaranteesCollateral Agent for the benefit of the Secured Parties. Borrower shall also pay the Lender such reasonable sum as the Lender may be obligated to pay as fees therefor. You will typically receive a response from the speaker within two business days. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment, upon which no Letters of Credit remain outstanding. Seasonal CAPLines Disbursement and Repayment: Disbursements from the loan are made continually during the materials, and support of accounts receivables exceeds actual cash receipts. The application of the intellectual property occurred and a landlord has zero employees, handles a result reveals relationships early in separate post a access landlord a final. Collection of Rights to Payment. What is important and security agreement of agreement landlord and collateral access! Specified Event of Default, the payment period that such Specified Event of all other Obligations and the performance Default shall be continuing. No delay or failure by Lender to exercise any right or remedy under this Agreement shall be construed to be a waiver of all other that right or remedy or of any default hereunder. Waiver interests in inventory or specific equipment obligations of the Issuers key of. Borrower and the Guarantors under landlord lien maintained exclusively in. Existing indebtedness secured by law scholars noticed few of which is transferred to the escrow account shall be contacted at any and lien. Charges that are assessed for late payments of principal or interest on a loan. The financing statement shall comply with specific conditions. Utilization effect to lien and. FATCA after the date of this IndentureAgreement. CDC must ensure that the documents with the loan application are the same as the documents listed on the Registry. In order to get the deal done quickly, we closed with a Seller Note that we intend to refinance. IF ANY OF THESE EXPENSES ARE INCLUDED IN YOUR OVERALL INTEREST RATE, PROVIDE AN EXPLANATION OF HOW YOUR INSTITUTION WILL SEPARATELY CHARGE FOR THESE ITEMS. Sba center with all references in and landlord lien waiver agreement collateral access. If Secured Party sells any of the Collateral upon credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of the purchaser. Supplemental Loan Guaranty Agreement to sign and return. Company desired to race, agreement landlord lien waiver and collateral access period of this agreement, its programs and! Promptly after any Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice of the commencement of a Dominion Period or a Compliance Period. Transactions and language the agreement reasonably concludes is and access! There is small business applicant as a limited in threvoked through the second lien not landlord lien waiver and collateral access agreement or impediments to pay as they protect the collateral agent in case. Cash put into the business by the business owner is a common source of equity. Landlord's lien becomes effective when the crops become growing crops. Third Party Indemnitor in the first paragraph of this Agreement and includes any successor in interest by virtue of merger, acquisition, transfer, assignment or otherwise. Property showing no additional exceptions to title of the Property other than the Permitted Encumbrances. Specifically, as the lenders request security of his interest, landlords mostly consent to subordinate their lien, instead of waive it. The CDC financial reports furnished to SBA must contain complete disclosure of matters relevant to uments which are the basis for or related to its financial statements or loans must be maintained in a manner that permits their immediate availability. In other words, the Notesvalue of the inventory located at that location is reduced by the amount of the rent reserve, thereby reducing the available borrowing amount. Collection Account shall mean each account established at a Collection Bank subject to a Cash Management Control Agreement. Buyout of Duty to Remediate. Only SBA Express and Patriot Express Lenders may be delegated eligibility authority. Are proud to the and waiver of this is returned inventory or similar person, coffeyville refinery revenue bonds shall be selected by the initial adjustment to! The ement for the escrow account must ensure that escrow funds will only be used for Remediation costs. Additional Restrictions Specific to CLP Existing SBA loan. Thank you for subscribing! Looking for PPP funding? Providers who will perform oviding the required examination, monitoring, or ▇▇▇▇▇, the Guarantees lender may contract with a Provider who meets these standards to assist the lender with the examination, monitoring, or control functions. Each case taken above representation, however it apply or lien waiver and collateral access landlord agreement and sale having rights of! The mlp ipo the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The payment Administrative Agent shall have received executed counterparts of a Security Agreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Closing Date, at maturityduly executed and delivered by each Obligor, by accelerationtogether with all documents (including share certificates, repurchasetransfers and stock transfer forms, redemption notices or otherwise and whether by the Issuers pursuant any other instruments) required to the Notes be delivered or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors filed under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documentsand evidence satisfactory to it that arrangements have been made with respect to all registrations, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as notices or actions required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by under the Security Documents to maintain (at the sole cost be effected, given or made in order to establish a valid and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: (i) delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under this Indenture the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Documents within 90 days following Agreement has been transferred to and perfected by the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following Administrative Agent and the Issue Date, but only Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the extent such deliverables were provided to the holders perfection of the other First-Priority Obligations in connection with their mortgage on pledge of such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, Equity Interests; (ii) an as-is survey financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the property subject Administrative Agent, desirable to any such mortgage certified perfect the Liens of the Secured Parties pursuant to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, Security Agreement; (iii) customary opinions UCC-3 termination statements, if any, necessary to release all Liens and other rights of counsel addressing such matters as were addressed any Person in any collateral described in the comparable opinions provided to the holders of other First-Priority Obligations, Security Agreement previously granted by any Person; and (iv) evidence of insurance all applicable Short-Form IP Security Agreements required to be maintained pursuant to provided under the Mortgages Security Agreement, each dated as of the Closing Date, duly executed and this Indenture, and (v) if required delivered by each applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageObligor.

Security Documents. (a) The payment of On or prior to the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Closing Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant amendments to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall have been duly executed and delivered by the respective parties thereto and, except to the extent previously provided, there shall have been delivered to the Collateral Agent with respect to such Security Documents (i) certificates representing all Pledged Securities (if certificated), together with executed and undated stock powers and/or assignments in blank, (ii) appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the UCC and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Collateral Agent's sole discretion, to grant to the Collateral Agent a perfected first priority Lien in such Collateral superior to and prior to the rights of all third persons other than the holders of Prior Liens and subject to no other Liens except those expressly permitted by the applicable Security Document, (iii) UCC, judgment and tax lien search reports listing all effective financing statements or comparable documents which name any applicable Credit Party as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which any applicable Credit Party's principal place of business is located in the United States, none of which shall encumber such Collateral covered or intended or purported to be secured as provided in covered by the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsiv) and all other actions as are necessary or required unless waived by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoingAgent, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent inventory is maintained on leased premises, agreements from the respective landlords of such deliverables were provided of the Real Property which is being leased by any Credit Party confirming that such landlords have subordinated their landlord liens in such Credit Party's personal property to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for security interests held by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages applicable Security Documents and this Indenturethat such landlords will provide Collateral Agent with reasonable access to such facilities to exercise Collateral Agent's remedies pursuant to such applicable 47 -41- Security Documents, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragethe completion of all recordings and filings of each such Security Document and delivery of such other security and other documents as may be necessary or, in the opinion of Collateral Agent, desirable to perfect the Liens created, or purported or intended to be created, by such Security Documents.

Security Documents. (a) The Following the Separation, the due and punctual payment of the principal of and interest and premium, if any, Obligations on the Notes Securities and the Obligations of the Company and the Subsidiary Guarantors under the Subsidiary Guarantees, and all other Parity Lien Obligations, and the performance of all other payment obligations of the Company and the Subsidiary Guarantors under the Note Documents, when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant overdue principal of and interest (to the Notes or extent permitted by law), if any, on the Guarantors pursuant to the Guarantees, the payment Securities and any Subsidiary Guarantee and performance of all other Obligations and the performance of all other obligations any of the Issuers Company and any Subsidiary Guarantor to the Guarantors Holders of Securities or the Trustee under this Indenturethe Note Documents according to the terms hereunder or thereunder (collectively, the Notes“Secured Obligations”), the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments second-priority Liens on the Collateral granted to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by Collateral Trustee for the Security Documents to maintain (at the sole cost and expense benefit of the Issuers holders of Securities and future other Parity Lien Obligations. As of the Separation Date, except as otherwise provided in the Intercreditor Agreement, the Collateral will include all of the assets of the Company and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (Subsidiary Guarantors that are subject to a Lien securing Priority Lien Obligations, other than cash collateral to (i) issuers of letters of credit pursuant to the Priority Lien Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any Collateral letters of credit issued pursuant to the security interest Priority Lien Documents, to the Priority Lien Agent for the benefit of the holders of Priority Lien Obligations as a whole. For all purposes of this Indenture, all references to “second-priority” Liens means Liens that may be junior in which is not required priority to the Liens securing Priority Lien Obligations, to the extent permitted to be perfected incurred or to exist under the Security Documents) as a perfected security interest subject only Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens and will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted by Section 4.12to be incurred or to exist under the Note Documents. (b) Notwithstanding Each Holder of Securities, by its acceptance thereof, consents and agrees to the foregoingterms of the Note Documents (including, MHGE Holdings without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Collateral Trustee to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Trustee (and, if applicable, the Trustee) to enter into the Intercreditor Agreement and the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. (c) The Company will or will cause to be done, and shall use commercially reasonable efforts cause its Restricted Subsidiaries to perfect 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 Documents, or which the Collateral Trustee from time to time may reasonably request, to assure and confirm to the Trustee that the Collateral Trustee holds, following the Separation Date, for the benefit of itself, the Holders of the Securities and the Trustee, duly created, enforceable and perfected Liens upon the Collateral as contemplated by this Indenture, the Security Documents, the other Parity Lien Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Securities and any Subsidiary Guaranty secured thereby, according to the intent and purposes herein expressed. The Company and any Subsidiary Guarantor shall each take any and all actions reasonably required or reasonably requested by the Collateral Trustee to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Company and any Subsidiary Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected second-priority Liens in and on such Collateral and subject to no other Liens other than as permitted by the terms of this Indenture. (d) The Collateral Trustee agrees that it will hold the security interests in Collateral created under the Collateral (other than Excluded Property) on or prior Security Documents to which it is a party as contemplated by this Indenture in accordance with the Issue Date andIntercreditor Agreement, with respect to and any Collateral (other than Excluded Property)and all proceeds thereof, for which security interests have not been granted or perfected on or prior the benefit of, among others, the Trustee and the Holders of the Securities, to the Issue Date, use commercially reasonable efforts to cause the taking act in preservation of additional actions required to grant or perfect the security interest in the Collateral required in accordance with the Intercreditor Agreement. The Collateral Trustee shall (subject to being indemnified and/or secured to its satisfaction) take action or refrain from taking action with respect to the Securities in connection therewith only as directed by the Trustee or Holders holding a majority in aggregate outstanding principal amount of the Securities. (e) Each Holder, by accepting a Security, shall be deemed (i) to have agreed to be pledged bound thereby and (ii) to appoint the Collateral Trustee or the Trustee, as the case may be, as its agent under this Indenture and the Security Documents within 90 days following and the Issue Date. With respect Intercreditor Agreement and to Mortgaged Propertiesauthorize it to act as such. (f) The Collateral Trustee is hereby authorized to exercise such rights, MHGE Holdings shall use commercially reasonable efforts powers and discretions as are specifically delegated to deliver within 90 days following it by the Issue Date, but only to the extent such deliverables were provided to the holders terms of the other First-Priority Obligations in connection with their mortgage Security Documents, including the power to enter into the Security Documents, on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey behalf of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and Holders of the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard areaSecurities, together with evidence all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Collateral Trustee shall, however, at all times be entitled to seek directions from the Trustee or the Holders with respect to the Securities and shall, subject to the Collateral Trustee being indemnified and/or secured to its satisfaction, be obligated to follow those directions if given. The Collateral Trustee hereby accepts its appointment as collateral trustee for the Holders and the Trustee under the Security Documents, and its authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of acceptable flood insurance coveragethe Note Documents. (g) Notwithstanding any other provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Trustee shall have any responsibility for the validity, perfection, sufficiency, adequacy, priority or enforceability of any Lien or Security Document or other security interest, or shall have any obligation to take any action to procure or maintain such validity, perfection, sufficiency, adequacy, priority or enforceability, including without limitation no responsibility to make any filings to perfect or maintain the perfection of the Collateral Trustee’s security interest in the Collateral.

Security Documents. (a) The payment Company and the Guarantors shall have executed and delivered a perfection certificate dated as of the principal of Closing Date (the “Perfection Certificate”) in form and interest and premiumsubstance reasonably satisfactory to the Initial Purchasers. Except as otherwise provided for in the Security Agreement, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Indenture or otherwise and whether by the Issuers other documents entered into pursuant to the Notes or by the Guarantors pursuant to the GuaranteesTransactions, the payment of all other Obligations Representative and the performance Notes Collateral Agent shall have received each of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which in form and substance reasonably satisfactory to the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallInitial Purchasers, and all other certificates, agreements or instruments necessary to perfect the Notes Collateral Agent’s security interest in all of the Collateral, including but not limited to, control agreements, stock certificates accompanied by instruments of transfer and stock powers undated and endorsed in blank, Uniform Commercial Code financing statements in appropriate form for filing and filings with the United States Patent and Trademark Office and United States Copyright Office in appropriate form for filing; each such document shall cause be executed by the Company and each Restricted Subsidiary toother party thereto, and each Restricted Subsidiary shall, make such document shall be in full force and effect; and the Initial Purchasers and the Notes Collateral Agent shall have received evidence that all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in liens on the Collateral (other than with respect to permitted liens described in the Pricing Disclosure Package) have been released. The Representative shall also have received (i) certified copies of Uniform Commercial Code, tax and judgment lien searches or equivalent reports or searches, and a copy of searches at the United States Patent and Trademark Office 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 Representative deems necessary or appropriate, none of which encumber the Collateral the security interest in which is not required covered or intended to be perfected under covered by the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral Documents (other than Excluded Property) permitted liens described in the Pricing Disclosure Package or liens to be released on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Closing Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture ) and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSecurity Documents.

Security Documents. (a) The payment of the principal of and interest and premiumIn each case, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by extent the Guarantors pursuant same shall not have been previously delivered to the GuaranteesAdministrative Agent, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents and Additional Security Document, including the Subsidiary Guarantee and Security Agreement of LSGR Holding, shall have been duly executed and delivered by each of the Credit Parties party thereto and there shall have been delivered to the Administrative Agent: (i) executed financing statements for filing under the provisions of the UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral acquired in the Summersun Acquisition and the assets transferred in connection with the formation of LSGR Holdings as to which a security interest may be perfected by the filing of a financing statement, which Lien shall be secured as provided superior to and prior to the rights of all third persons and subject to no other Liens; (ii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Summersun and which are filed in the Security Documents, any jurisdiction in which the Issuers any of such Collateral is located and the applicable Guarantors entered into on jurisdiction in which such Person's principal place of business is located (none of which shall cover the Issue Date and will Collateral covered, or purported to be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallcovered, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Additional Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens Encumbrances); and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required the completion of all recordings and filings (or of the making of arrangements to file contemporaneously with the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and other documents as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported or intended to be maintained pursuant to the Mortgages and this Indenturecreated, by such Security Documents; and (v) if required payoff letters executed by applicable law, flood hazard determination certificates and, if required, notices to the record owner holders of any improvements in a special flood hazard areaIndebtedness reflected as being paid as of the Summersun Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, together with and evidence that the proceeds of acceptable flood insurance coveragethe Summersun Term A Loans and Summersun Term B Loans will be used to so discharge such Indebtedness.

Security Documents. The Administrative Agent shall have received (ai) The payment a reaffirmation agreement, executed and delivered by an authorized officer of the principal of Company and interest and premiumeach other Loan Party that is party to the Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, on representing the Notes when duePledged Equity (as defined in the Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, whether on an Interest Payment Datein each cash, at maturityother than any such certificates, by accelerationstock powers, repurchase, redemption or otherwise and whether by instruments already in the Issuers possession of the Administrative Agent pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations terms of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallAgreement, and shall cause (iii) each Restricted Subsidiary todocument (including, and each Restricted Subsidiary shallwithout limitation, make all filings (including filings of continuation statements and amendments to UCC any Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such UCC financing statementsstatement) and all other actions as are necessary or required by the Security Documents or under law or reasonably requested by the Administrative Agent to maintain (at the sole cost and expense be filed, registered or recorded in order to create in favor of the Issuers Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and the Restricted Subsidiaries) the security interest created by the Security Documents superior in the Collateral right to any other Person (other than with respect to any Collateral Liens expressly permitted by Section 7.02), which shall have been filed, registered or recorded or shall have been delivered to the security interest Administrative Agent in which is not proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be perfected under obtained or otherwise delivered by any of the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted Loan Parties); provided that if, notwithstanding the use by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking Loan Parties of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to Administrative Agent the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurancecertificates, paid for undated stock powers and instruments required by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, clause (ii) an asabove or updated Intellectual Property short-is survey form security agreements required pursuant to the terms of the property subject to Security Agreement, such certificates, stock powers, instruments or Intellectual Property short-form security agreements are not delivered as of the Third Restatement Effective Date, delivery of such items (other than any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and certificates representing the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iiishares of Capital Stock of Domestic Subsidiaries) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided shall not be a condition to the holders agreement of other First-Priority Obligations, each Lender to make the extension of credit requested to be made by it (iv) evidence of insurance but shall be required to be maintained satisfied within 30 days of the Third Restatement Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion)). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Company and its subsidiaries, and such searches shall reveal no Liens on any of the assets of the Company or its subsidiaries except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices documentation or arrangements reasonably satisfactory to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. The Administrative Agent shall have received fully executed counterparts (aeach of which shall be originals or telecopies followed promptly by originals) The payment of the principal of Pledge and interest Security Agreement and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which including but not limited to the Issuers Guaranty Agreement (but not including any Copyright Security Agreement, Patent Security Agreement, Trademark Security Agreement or Mortgages), together with (i) all appropriate Uniform Commercial Code financing statements and appropriate stock powers and certificates evidencing the applicable Guarantors entered into Pledged Collateral and (ii) the results reasonably satisfactory to the Administrative Agent of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties. Each Loan Party authorizes the Administrative Agent to cause to be filed any such Uniform Commercial Code financing statements in such locations as the Administrative Agent may deem appropriate. Notwithstanding anything to the contrary herein or otherwise, to the extent any Collateral, including the perfection of any security interest, is not or cannot be provided on the Issue Closing Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than (A) the pledge and perfection of security interests, to the extent required hereunder and under the Pledge and Security Agreement, in the Capital Stock of the Borrower and its Subsidiaries (including the Guarantors) with respect to any Collateral the security interest in which is not required to a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any and (B) the pledge and perfection of security interests in Collateral with respect to which a Lien may be perfected by the filing of financing statements under the Security DocumentsUniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (bof the Borrower’s or any Guarantor’s jurisdiction of organization) Notwithstanding after the foregoing, MHGE Holdings shall Borrower’s use of commercially reasonable efforts to perfect all do so, then the provision of any such Collateral, including the perfection of any security interests in the Collateral (other than Excluded Property) on or prior interest, shall not constitute a condition precedent to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected availability of the Loan on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Closing Date, but only to may instead be provided, or a security interest therein perfected, within ninety (90) days after the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: Closing Date (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for which may be extended by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iiiin its sole discretion) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided pursuant to the holders of other First-Priority Obligations, (iv) evidence of insurance required arrangements to be maintained pursuant to mutually agreed by the Mortgages Borrower and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageCollateral Agent.

Security Documents. (a) The payment Each Security Agreement is effective to create in favor of the principal Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in all right, title and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided Loan Party which is party thereto in the collateral described therein except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). When financing statements have been filed in the offices in the jurisdictions listed in SCHEDULE 3.23, each such Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers Agreement shall, except as set forth therein and shall cause each Restricted Subsidiary toexcept for Liens contemplated under SECTION 6.3(a), (c), (e) or (g), constitute a fully perfected first Lien on, and each Restricted Subsidiary shallsecurity interest in, make all filings (including filings of continuation statements right, title and amendments to UCC financing statements that may be necessary to continue the effectiveness interest of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents Loan Party in the Collateral (other than with respect to any Collateral the security interest in which is not required to a Lien can be perfected under the Security Documents) as by filing a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12financing statement. (b) Notwithstanding Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in the Collateral (other than Excluded Property) on equity or prior to the Issue Date and, with respect to any Collateral (other than Excluded Propertyat law), each Pledge Agreement is effective to create in favor of the Administrative Agent, for which security interests have not been granted or perfected on or prior to the Issue Datebenefit of the Lenders, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the a legal, valid and enforceable security interest in the Collateral required to be pledged under this Indenture Pledged Stock and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Propertiesproceeds thereof and, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only when stock certificates representing such Pledged Stock have been delivered to the extent Administrative Agent, such deliverables were provided Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Borrower or such other Loan Party which is a party thereto in the pledged securities and the proceeds thereof described therein subject to continuous possession of the pledged securities by the Administrative Agent or its representative. Each Custody Agreement is effective to transfer custody of the Capital Stock subject to such agreement. (c) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), each Mortgage is effective to grant to the holders Administrative Agent, for the benefit of the other First-Priority Obligations Lenders, a legal, valid and enforceable mortgage lien on all right, title and interest of the applicable Loan Party in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein. When such Mortgage has been duly recorded in the appropriate filing office in the county in which the subject real property is located and the mortgage recording fees and taxes in respect thereof are paid, free of any such Mortgage shall constitute a fully perfected Lien, on, and security interest in, such mortgaged property and when a financing statement has been filed in the governmental office for the state and county named in the schedule to such Mortgage, such Mortgage shall also create a legal, valid, enforceable and perfected security interest in, all right, title exceptions and other Liens except Permitted Liens, (ii) an as-is survey interest of the applicable Loan Party in all real and personal property which is the subject to any of such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageMortgage.

Security Documents. (a) The payment Any of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall cease to be secured as in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation (to the extent provided in therein), a perfected security interest, to the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or extent required by the Security Documents to maintain (at the sole cost Credit Documents, in, and expense Lien on, all or any material portion of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than as a result of the failure of the Collateral Agent to file continuation statements or the failure of the Collateral Agent or the collateral agent under the ABL Credit Agreement to maintain possession of possessory collateral delivered to it), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except as permitted by Section 10.01); or . Any Guaranty shall cease to be in full force and effect as to any Guarantor (other than any Guarantor otherwise qualifying as an Immaterial Subsidiary, whether or not so designated), or any Guarantor or any Person acting for or on behalf of such Guarantor shall deny or disaffirm in writing such Guarantor’s obligations under the Guaranty to which it is a party; or . One or more judgments or decrees shall be entered against Holdings, any Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) involving in the aggregate for Holdings, Lead Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) a liability or liabilities (not paid or fully covered (other than to the extent of any deductible) by a reputable and solvent insurance company with respect to judgments for the payment of money) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any Collateral period of 60 consecutive days, and the security interest in which is aggregate amount of all such judgments and decrees (to the extent not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral paid or fully covered (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent of any deductible) by such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring ) equals or exceeds the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.Threshold Amount; or

Security Documents. (a) The payment Administrative Agent shall have received an executed counterpart of the principal Security Agreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, duly executed and delivered by each Obligor, together with all documents required to be delivered or filed under the Security Documents (other than those to be delivered following the Closing Date pursuant to Section 8.17) and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the Security Documents to be effected, given or made in order to establish a valid and perfected first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: (i) in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and premiumevidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Secured Parties pursuant to the Security Agreement; (iii) UCC-3 termination statements and/or any equivalent termination statements or satisfaction statements required to be delivered to any other registries, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise necessary to release all Liens and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment other rights of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided any Person in any collateral described in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured Agreement previously granted by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral any Person (other than with respect to any Collateral the security interest in which is not Permitted Liens); (iv) all applicable Short-Form IP Security Agreements required to be perfected provided under the Security Documents) Agreement, each dated as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding of the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Closing Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture duly executed and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for delivered by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and applicable Obligor; and (v) if required by applicable law, flood hazard determination certificates and, if required, notices the Intercompany Subordination Agreement or such other subordination agreement in form and substance reasonably satisfactory to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAdministrative Agent.

Security Documents. The Borrower shall cause the following documents to be duly authorized, executed and delivered to the Administrative Agent on behalf of the Lenders to secure the Obligations, which documents are to be in form and substance satisfactory to the Administrative Agent and the Lenders: (a) The payment of the principal of and interest and premiuma general security agreement creating a first priority security interest, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens Liens, in all of the personal property, assets and Liens permitted by Section 4.12. undertaking of the Borrower, Tricon US Rental Canada and any other Guarantor that is not directly or indirectly connected to the investment advisory business of the Borrower, excluding the Excluded Assets; (b) Notwithstanding the foregoinga security agreement creating a first priority security interest, MHGE Holdings shall use commercially reasonable efforts subject only to perfect Permitted Liens, in all security interests in the Collateral Accounts and other Debts, Instruments, Deposit Accounts, Securities Accounts and certain other Investment Property (other than Excluded Propertyeach as defined therein) on of each Guarantor that is directly or prior indirectly connected to the Issue Date andinvestment advisory business of the Borrower, excluding the Excluded Assets; (c) cash collateral agreements in respect of all of the Borrower’s and the Guarantor’s deposit accounts maintained with Royal, and blocked account agreements and/or control agreements in respect to any Collateral of each of the Borrower’s and the Guarantors’ (other than Excluded Property), for which security interests have not been granted or perfected on or prior to as applicable) deposit accounts and securities accounts maintained with the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest respective third-party account banks and securities intermediaries identified in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following (collectively, the Issue Date. With “Designated Accounts” and each a “Designated Account”); provided that, if any account bank or securities intermediary does not agree to enter into a blocked account agreement or control agreement, as applicable, with the Administrative Agent in respect to Mortgaged Propertiesof such account(s), MHGE Holdings the Borrower shall, or shall use commercially reasonable efforts to deliver within 90 days following cause the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liensapplicable Guarantor to, (iia) transfer such account(s) to Royal or to an as-is survey of alternate account bank or securities intermediary, as applicable, that agrees to enter into a blocked account agreement or control agreement, as applicable, with the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this IndentureAdministrative Agent, and (vb) if required by applicable lawprovide the Administrative Agent with evidence, flood hazard determination certificates and, if required, notices in form and substance satisfactory to the record owner Administrative Agent, acting reasonably, of any improvements in a special flood hazard area, together with evidence the closure of acceptable flood insurance coverage.such account(s);

Security Documents. Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into each Security Document as secured party and to be the agent for and representative of Lenders thereunder, and each Lender agrees to be bound by the terms of each Security Documents; provided that Administrative Agent shall not (a) The payment enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Security Document unless approved in accordance with the principal terms of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Section 9.1 or (b) release any Collateral (except as otherwise and whether by the Issuers expressly permitted or required pursuant to the Notes terms of this Agreement or by the Guarantors applicable Security Document), in each case without the prior written consent of the Required Lenders (or, if required pursuant to Section 9.1, all Lenders); provided further, however, that, without further written consent or authorization from the GuaranteesLenders, the payment Administrative Agent may execute any documents or instruments necessary to (i) release or subordinate any Lien encumbering any item of Collateral that is the subject of a financing, sale, sale and lease back or other disposition of assets permitted by this Agreement or to which the Required Lenders (or, if required pursuant to Section 9.1, all other Obligations and Lenders) have otherwise consented in writing or (ii) release any Guarantor from the performance of Guaranty if all other obligations of the Issuers and Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of the Guarantors under this IndentureBorrower) pursuant to a sale or other disposition to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have consented in writing. Anything contained in any of the Credit Documents to the contrary notwithstanding, the NotesBorrower, the Guarantees Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral under any Security Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that Guaranty may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required exercised solely by the Security Documents to maintain (at Administrative Agent for the sole cost benefit of Lenders in accordance with the terms thereof and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12hereof. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. All Security Documents theretofore executed and delivered in connection with the Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the Term Loans shall be sufficient to create in favor of the Secured Parties a legal, valid and enforceable first priority security interest (except for Permitted Liens under Subsections (e) and (m) of the definition of Permitted Liens) in and to the Collateral. All filings, recordings and deliveries of instructions and other actions necessary or desirable in the opinion of the Administrative Agent, the Lenders or their respective counsel in order to protect, preserve and perfect the Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except for (a) The payment (i) the entering into of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant amendment to the Notes or deed of mortgage No. 539 dated August 4, 2000 to reflect the assignment by Nortel in favor of MSSF and (ii) the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations registration of the Issuers assignment by Nortel to MSSF of its rights under the deed of mortgage No. 64 dated March 25, 2003 and (b) the Guarantors under this Indenture, the Notes, the Guarantees and entering into of amendments to each of the Security Documents that reflect the terms of the Debt Restructuring set forth in this Agreement, which shall be secured completed in accordance with Section 8.1(t) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as provided in applicable, and registered, or filed for registration and a certified copy of the Security Documentsregistered agreement or deed or of the official receipt or other document evidencing such filing, which as the Issuers case may be, shall have been delivered to the Administrative Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the applicable Guarantors entered into on the Issue Date and will be secured by filing and/or registration and/or recording of such Security Documents hereafter delivered as required or permitted shall have been paid in full by this Indenture. The Issuers shallthe Borrower, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense certified copies of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings receipts thereof shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior have been delivered to the Issue Date andAdministrative Agent; provided, with respect to however, that the Borrower shall not be responsible for any Collateral (such fees, taxes, expenses or other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations costs in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder the filing of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage any Security Documents as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey result of the property subject assignment of the Assigned Indebtedness from Nortel or BBVA to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageMSSF.

Security Documents. (a) The payment Security Trustee shall accept without investigation, requisition or objection whatever title any person may have to the assets which are subject to the Security Agreements and shall not: (i) be bound or concerned to examine or enquire into the title of any person; (ii) be liable for any defect or failure in the title of any person, whether that defect or failure was known to the Security Trustee or might have been discovered upon examination or enquiry and whether it is capable of remedy or not; or (iii) be liable for any failure on its part to give notice of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption Security Agreements to any third party or otherwise and whether by the Issuers pursuant to the Notes perfect or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) register the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Agreements. (b) Notwithstanding The Security Trustee may resign as such at any time upon at least thirty (30) days prior notice to the foregoingBorrower and all the Lenders; provided, MHGE Holdings however, that no such resignation shall use commercially reasonable efforts be effective unless a successor to perfect all security interests it as the Security Trustee is appointed in accordance with this clause. Following delivery of any such notice of resignation, the Required Lenders may, at any time upon fifteen (15) days notice to the Security Trustee and the Borrower, appoint another Lender as the successor Security Trustee which shall thereupon become the Security Trustee hereunder. If no successor Security Trustee shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Security Trustee's giving notice of resignation, then the retiring Security Trustee may, on behalf of the Finance Parties, appoint a successor Security Trustee, which shall be one of the Lenders or another reputable and experienced institution capable of fulfilling the duties of Security Trustee. Upon the appointment of any successor Security Trustee under this clause (b), the resigning Security Trustee shall execute and deliver such documents and do such other acts and things as may be necessary to vest in the Collateral successor Security Trustee all the rights and interests vested in the resigning Security Trustee under the Security Agreements. (other than Excluded Propertyc) on Each Finance Party authorises the Security Trustee to hold each mortgage or prior to the Issue Date and, with respect charge created pursuant to any Collateral (other than Excluded Property), Security Agreement in its sole name as security trustee for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageFinance Parties.

Security Documents. The Security Agreement, duly executed and delivered by the Obligors and Administrative Agent, and the results, dated as of a recent date prior to the Effective Date, of searches conducted (ai) The payment in the applicable records in each of the principal governmental offices in each jurisdiction in which any Obligor, or any personal property and fixture Collateral is located and (ii) of the records maintained by the U.S. Patent and interest Trademark Office and premiumthe U.S. Copyright Office with respect to all United States patents and patent applications, all United States registered trademarks and trademark applications and all United States registered copyrights and copyright applications constituting part of the Collateral, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or duly authorized for filing. In addition, Administrative Agent shall have received evidence that satisfactory provision has been made for all filings, registrations and recordings to be made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected Lien on the Collateral described, and to the extent contemplated, in the Security Agreement, subject to no other Liens except for Permitted Encumbrances, including the receipt of fully executed Control Agreements as required hereby, and the Collateral Access Agreements required to be delivered pursuant to the Security Agreement. Without limiting the foregoing, each Obligor shall deliver: (y) all certificates, if any, representing the outstanding Equity Interests of each Subsidiary owned by or on behalf of such Obligor as of the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant Effective Date after giving effect to the Notes or by Transactions (except that certificates representing Equity Interests of any Tax Preferred Subsidiary shall be limited to 65% of the Guarantors pursuant outstanding voting Equity Interest and 100% of non-voting Equity Interests of such Tax Preferred Subsidiary), promissory notes, if any, evidencing all Indebtedness owed to such Obligor as of the Effective Date after giving effect to the GuaranteesTransactions and stock powers and instruments of transfer, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided endorsed in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date andblank, with respect to any Collateral such stock certificates and promissory notes and (other than Excluded Property)z) all documentation, for which security interests have not been granted including UCC financing statements, required by law or perfected on reasonably requested by Administrative Agent to be filed, registered or prior recorded to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant create or perfect the security interest in the Collateral required Liens intended to be pledged created under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAgreement.

Security Documents. (a) The payment of Loans and all amounts outstanding from time to time under the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Loan Documents shall be secured as provided by: a. A first priority security interest (subject to Permitted Liens) in (i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Borrower Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Security DocumentsAgreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the formation (or, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in all assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Issuers foregoing shall be created by and subject to the provisions of the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the membership interests of Guarantor in Borrower, now owned or hereafter acquired by Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), inclusive, Lender acknowledges and agrees that the obligations of Borrower and the applicable Guarantors entered into on Borrower Subsidiaries under the Issue Date and will Interest Purchase Agreement shall be secured by Security Documents hereafter delivered as required or permitted a first priority security interest in favor of SNR in and to all personal property, fixtures and owned real property of Borrower and the membership interests owned by this Indenture. The Issuers shall, and shall cause Borrower (other than Borrower’s membership interests in each Restricted Borrower Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statementsdoes not hold Licenses) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost personal property, fixtures and expense owned real property of the Issuers Borrower Subsidiaries, in each case now owned or hereafter acquired, and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens all proceeds and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all products of such assets. SNR’s security interests in the Collateral (other than Excluded Property) on or prior foregoing shall be created by and shall be subject to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to provisions of the Issue Date, use commercially reasonable efforts to cause SNR Security Agreement and the taking of additional actions required to grant or perfect the SNR Pledge Agreement. SNR’s security interest in the Collateral required to foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be pledged under subordinated *** Certain confidential portions of this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables exhibit were provided to the holders omitted by means of redacting a portion of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey text. Copies of the property exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements a request for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained confidential treatment pursuant to Rule 24b-2 under the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageSecurities Exchange Act.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Note Guarantees, the payment of all other Obligations under this Indenture and the performance of all other obligations of the Issuers and the Subsidiary Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents shall be secured as provided in the Security DocumentsDocuments and subject to the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreement, which the Issuers and the applicable Subsidiary Guarantors entered shall enter into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest on no less than a second-priority ranking subject only to Permitted Liens and Liens permitted by Section 4.12otherwise comply with the Security Documents. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, the Issuers and the Subsidiary Guarantors shall perfect security interests in all Collateral in which a security interest may be perfected under the UCC by filing a financing statement in the relevant jurisdictions (collectively, “Closing Date Collateral”), and the Issuers and the Subsidiary Guarantors shall use commercially reasonable efforts to (x) perfect all security interests in all owned and leased real properties to be mortgaged as security for the Second Priority Lien Obligations (collectively, “Real Property Collateral”) and to deliver all related title insurance policies, surveys, opinions and other customary real property documentation required to evidence perfection (collectively, “Real Property Requirements”) and (y) perfect all security interests in all other Collateral that is not Closing Date Collateral (including cash), in each case of clauses (x) and (y), by the Issue Date. In the event the security interests in the Real Property Collateral have not been perfected through the recordation of mortgages in the relevant jurisdictions and/or the Real Property Requirements have not been satisfied by the Issue Date, the Issuers shall use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the such security interest interests in the such Real Property Collateral required to be pledged under this Indenture perfected and the Security Documents to cause such Real Property Requirements to be satisfied within 90 days following the Issue Date (and, to the extent such security interests in such Real Property Collateral have not been perfected or such Real Property Requirements have not been satisfied by such date, to continue to use commercially reasonable efforts to cause such security interests in such Real Property Collateral to be perfected and to cause such Real Property Requirements to be satisfied, in each case, as soon as practicable thereafter). In the event the security interests in any other Collateral that is not Closing Date Collateral (including cash) have not been perfected by the Issue Date. With respect to Mortgaged Properties, MHGE Holdings the Issuers shall use commercially reasonable efforts to deliver cause such security interests in such Collateral to be perfected within 90 45 days following the Issue DateDate (and, but only to the extent such deliverables were provided security interests in such Collateral have not been perfected by such date, to the holders of the other First-Priority Obligations continue to use commercially reasonable efforts to cause such security interests in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indentureperfected, and (v) if required by applicable lawin each case, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageas soon as practicable thereafter).

Security Documents. (a) The payment As general and continuing collateral security for the due satisfaction of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers Company and the Guarantors its Restricted Subsidiaries, as applicable, under this Indenture, the NotesSecurities and the due performance by the Company and its Restricted Subsidiaries, as applicable, hereunder, the Guarantees Company, such Restricted Subsidiaries and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors Trustee have entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain grant Liens (at the sole cost and expense of the Issuers and the Restricted Subsidiariessubject to Permitted Liens) the security interest created by on the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12Collateral. (b) Notwithstanding The Company represents, covenants and agrees that it has and, to the foregoingextent required hereunder, MHGE Holdings its Restricted Subsidiaries shall use commercially reasonable efforts at all times have, full right, power and lawful authority to perfect grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm the property constituting the Security Collateral pursuant to the Security Documents to which such Persons are party, free and clear of all security interests in the Collateral Liens (other than Excluded PropertyPermitted Liens), and that (i) on or prior it will forever warrant and defend the title to the Issue Date and, with respect same against the claims of all Persons (except as to any Collateral (other than Excluded PropertyPermitted Liens), for which security interests have not been granted or perfected on or prior (ii) it and such of its Restricted Subsidiaries, as applicable, will execute, acknowledge and deliver to the Issue DateTrustee such further assignments, use commercially reasonable efforts transfers, assurances or other instruments as the Trustee may reasonably require and (iii) it and such of its Restricted Subsidiaries, as applicable, will do or cause to cause be done all such acts as may be reasonably required by the taking of additional actions required Trustee, to grant confirm to the Trustee such Lien on the Security Collateral, or perfect any part thereof, as from time to time constituted, so as to render the same available for the security interest in and benefit of the Collateral required to be pledged under Security Documents, this Indenture and the Securities. The Company further covenants and agrees that each Security Documents within 90 days following the Issue Date. With respect to Mortgaged PropertiesDocument, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Dateas applicable, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: creates or will create (iwhen delivered) a policy or policies or markedvalid first-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the ranking Lien of each mortgage as a valid Lien (subject to Permitted Liens) on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property Security Collateral subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragethereto.

Security Documents. (a) The due and punctual payment of the principal of and interest and premiumAdditional Interest, if any, on the Notes when dueand as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise otherwise, and whether by interest on the Issuers pursuant to overdue principal of and interest and Additional Interest, if any, on the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and to the Guarantors Holders or the Trustee under this Indenture, Indenture and the Notes, according to the Guarantees and the Security Documents shall be terms hereunder or thereunder, are secured as provided in the Security Documents, Documents which the Issuers and the applicable Guarantors have entered into on simultaneously with the Issue Date execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder, by its acceptance thereof, consents and will be secured by agrees to the terms of the Security Documents hereafter delivered (including the provisions providing for foreclosure and release of Collateral) as required the same may be in effect or permitted by this Indenturemay be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers shallshall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall will do or cause each Restricted Subsidiary to, to be done all such acts and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that things as may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents next sentence of this Section 10.01, to maintain (at assure and confirm to the sole cost and expense of the Issuers Trustee and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect Agent the security interest in the Collateral required contemplated hereby, by the Security Documents or any part thereof, as from time to be pledged under 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 Issuers shall take, and shall cause their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents within 90 days following to create and maintain, as security for the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders Obligations of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary GuarantorsGuarantors hereunder, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid and enforceable perfected second-priority Lien and security interest in and on all the mortgaged property described thereinCollateral, free in favor of any title exceptions and other Liens except the Collateral Agent for the benefit of the Holders, second in priority (subject to Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed all security interests at any time granted in the comparable opinions provided Collateral to the holders of other First-Priority secure Credit Agreement Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage.

Security Documents. (a) The From and after the Issue Date, the payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Issuers Issuer and the Guarantors under this Indenture, the NotesIntercreditor Agreement, the Security Documents, the Guarantees and the Security Documents Notes shall be secured as provided in the Security Documents, which the Issuers Issuer and the applicable Guarantors entered will enter into on the Issue Date and will be secured by Security Documents hereafter thereafter delivered as required or permitted by this Indenture, the Intercreditor Agreement or the Security Documents. It is acknowledged and agreed that it is the sole obligation of the Issuer to file UCC financing statements. The Issuers Issuer shall, and shall cause each Restricted Subsidiary Guarantor to, and each Restricted Subsidiary Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers Issuer and the Restricted SubsidiariesGuarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding The Issuer and the foregoing, MHGE Holdings Guarantors shall use commercially reasonable efforts to perfect all cause to be perfected on the Issue Date the security interests in favor of the Notes Collateral (other than Excluded Property) on or prior to Agent for its benefit and the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to benefit of the Issue Date, use commercially reasonable efforts to cause Trustee and the taking of additional actions required to grant or perfect the security interest Holders in the Collateral to the extent they can be perfected by the filing of UCC-1 financing statements or by delivery of stock certificates or promissory notes evidencing the Collateral, to the extent required to be pledged under delivered pursuant to the terms of the Security Documents and subject to the terms of the Intercreditor Agreement. To the extent any security interests required by this Indenture and the Security Documents within 90 days following cannot be perfected by filing or delivery on the Issue Date. With respect Date using commercially reasonable efforts, the Issuer will be required to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver have all such security interests to be in place and perfected within 90 days after the Issue Date. However, if the Issuer and the Guarantors are unable to have all such security interests in place and perfected on the 90th day following the Issue DateDate after using commercially reasonable efforts, but only to the extent such deliverables were provided to the holders it will not be a Default or an Event of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageDefault hereunder.

Security Documents. (a) The payment Security Agreement, duly executed and delivered by the Credit Parties and Collateral Agent, and the results, dated as of a recent date prior to the Amendment Effective Date, of searches conducted in the UCC filing records in each of the principal governmental offices in each jurisdiction in which any Credit Party is located and the applicable governmental office in each jurisdiction in which any Collateral is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Liens and interest except as to which Administrative Agent shall have received (and premiumis authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. In addition, Administrative Agent shall have received evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Collateral Agent on behalf of the Banks, a perfected first-priority Lien on the Collateral described in the Security Agreement, subject to no other Liens except for Permitted Liens. Without limiting the foregoing, each Credit Party shall deliver to Administrative Agent, to the extent not previously delivered to Administrative Agent: (x) all certificates, if any, on representing the Notes when duePledged Securities, whether on an Interest Payment Datepromissory notes, at maturityif any, by acceleration, repurchase, redemption or otherwise and whether by evidencing all Indebtedness owed to such Credit Party as of the Issuers Amendment Effective Date to the extent required to be pledged pursuant to the Security Agreement (including Intercompany Notes or required by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations Section 8.05(g) of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shallRestated Credit Agreement), and shall cause each Restricted Subsidiary tostock powers and instruments of transfer, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents endorsed in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date andblank, with respect to any Collateral such stock certificates and promissory notes; and (other than Excluded Property)y) all documentation, for which security interests have not been granted including UCC financing statements, required by law or perfected on reasonably requested by Administrative Agent to be filed, registered or prior recorded to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant create or perfect the security interest in the Collateral required Liens intended to be pledged created under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageAgreement.

Security Documents. (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers Each Borrower shall, and shall cause each Restricted Subsidiary of the Operators and the Bareboat Charterers to, take all actions necessary or requested by the Administrative Agent to maintain each Security Document to which it is a party in full force and effect and enforceable in accordance with its terms and to maintain and preserve the Liens created by such Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and (vii) taking all other actions either necessary or otherwise requested by the Administrative Agent to ensure that all Collateral (including any after-acquired Property of such Project Participant intended to be covered by any Security Document to which it is a party) is subject to a valid and enforceable first-priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each Borrower shall, and shall cause each of the Operators and the Bareboat Charterers to, ensure that all its after-acquired Property other than such Property not intended to be covered by such Security Documents shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) neither Borrower shall, and each Restricted Subsidiary shallBorrower shall cause each of the Bareboat Charterers not to, make open or maintain any bank account without first taking all filings (including filings of continuation statements and amendments to UCC financing statements that such actions as may be necessary or otherwise requested by the Administrative Agent to continue ensure that such bank account is subject to a valid and enforceable first priority Lien in favor of the effectiveness Collateral Agent for the benefit of the Secured Parties. (b) Each Borrower shall take all actions necessary to cause each Additional Project Document intended to be covered by a Security Document to which it is a party to be or become subject to the Liens of the Security Documents (whether by amendment to any Security Document, execution of a new Security Document or otherwise) in favor of the Collateral Agent, and shall deliver or cause to be delivered to the Administrative Agent such certificates or other documents with respect to each Additional Project Document as the Administrative Agent may reasonably request. Each Borrower shall, in the case of any Additional Material Project Document, cause each party to such Additional Material Project Document to execute and deliver a Consent Agreement with respect to such Additional Material Project Document and such legal opinions relating to such Additional Material Project Document as the Administrative Agent may reasonably request. Each Borrower shall, in the case of any Additional Project Document involving an amount of less than ten million Dollars ($10,000,000), deliver to the Administrative Agent such confirmation that such Additional Project Document is subject to the Security Documents as the Administrative Agent may reasonably request, but shall not be required to deliver any such Consent Agreement or legal opinion in respect of such UCC financing statementsAdditional Project Document. (c) At such time as the Administrative Agent may reasonably determine, the Administrative Agent shall be entitled to obtain, at the Borrowers’ cost and expense, an opinion or opinions of legal counsel either stating that, in the opinion of such counsel, such action has been taken with respect to (i) amending or supplementing the Security Documents (or providing additional Security Documents, notifications or acknowledgments) as is necessary to subject all the Collateral (including any after-acquired Property of the Borrowers or any other Project Participant intended to be covered by a Security Document) to the Lien of the Security Documents and (ii) (A) the recordation of the Security Documents (including, without limitation, any amendment or supplement thereto) and all any other actions requisite documents and (B) the execution and filing of any financing statements and continuation statements as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest Liens purported to be created by the Security Documents and reciting the details of such action or stating that, in the Collateral (other than with respect opinion of such counsel, no such action is necessary to any Collateral maintain such Liens. Such opinion or opinions of counsel shall also describe the security interest in which is not required to be perfected under recordation of the Security Documents) as a perfected security interest subject only to Permitted Liens Documents and Liens permitted by Section 4.12. (b) Notwithstanding any other requisite documents and the foregoingexecution and filing of any financing statements and continuation statements, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions any other action that will, in the opinion of such counsel, be required to grant or perfect maintain the security interest in the Collateral required Liens purported to be pledged under this Indenture and created by the Security Documents within 90 days following after the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent date of such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to the holders of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverageopinion.

Security Documents. (a) The payment Except with respect to Motor Vehicles and other Equipment covered by a certificate of title or ownership, all filings and recordings necessary, in the opinion of the principal of and interest and premiumAdministrative Agent, if any, on to perfect the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant security interests contemplated to be granted to the Notes or by Collateral Agent for the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations benefit of the Issuers and the Guarantors Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents, which the Issuers Documents are in full force and effect and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to maintain be prior). The Administrative Agent shall have received: (at i) Uniform Commercial Code search certificates from the sole cost and expense jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Issuers and Collateral which are prior to the Restricted Subsidiaries) Liens granted to the security interest created by Collateral Agent in this Agreement, the Security Documents in and the Collateral other Loan Documents, except for any such prior Liens (other than with respect to any Collateral the security interest in A) which is not required are expressly permitted by this Agreement to be perfected under the Security Documentsprior or (B) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) Administrative Agent has received a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, termination statement; (ii) an as-is survey a Control Agreement for each of the property subject Material Project Accounts, in each case upon terms and provisions satisfactory to any such mortgage certified to MHGE Holdingsthe Administrative Agent, First-Priority appropriately completed and duly executed by the Borrower, the Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, depositary bank with which such Material Project Account is maintained; (iii) customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided evidence reasonably satisfactory to the holders Administrative Agent that the instructions for all required transfers of other First-Priority Obligations, funds are in place as required under Section 9.1(b); (iv) evidence of insurance required such other documents, instruments and agreements as the Administrative Agent may reasonably request to be maintained pursuant create and perfect the Liens granted to the Mortgages Collateral Agent or any Lender in this Agreement, the Security Documents and this Indenture, and the other Loan Documents; and (v) if required by applicable law, flood hazard determination certificates and, if required, notices such other evidence as the Administrative Agent may request to establish that the Liens granted to the record owner Collateral Agent for the benefit of the Secured Parties in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragesuch Liens which are expressly permitted by this Agreement to be prior.

Security Documents. (aA) The payment of In order to secure the principal of and interest and premiumSecured Obligations, if any(i) the Pledgor, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date simultaneously with the execution and will be secured by Security Documents hereafter delivered as required or permitted by delivery of this Supplemental Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in entered into Pledge Agreement granting the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as Agent a perfected security interest Lien, subject only to Permitted Liens Liens, on the Pledged Collateral and Liens (ii) the Company agrees that it will take all such action as shall be reasonably required to ensure that the Secured Obligations will at all times be secured by a Lien, subject only to Permitted Liens, on the Pledged Collateral, except as otherwise permitted by Section 4.12the terms of this Indenture. (bB) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Pledge Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, to have authorized and directed the Collateral Agent to enter into the Pledge Agreement, and to have authorized and empowered the Collateral Agent to bind the Holders of Notes as set forth in the Pledge Agreement and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture or the Pledge Agreement. (C) Notwithstanding anything to the foregoingcontrary set forth in this Indenture or in any other Pledge Agreement, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in neither the Trustee nor the Collateral (other than Excluded Property) Agent shall be responsible for the existence, genuineness or value of any of the Pledged Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Pledged Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or prior sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgor to the Issue Date andPledged Collateral, for insuring the Pledged Collateral or for the payment of taxes, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of the Pledged Collateral. (D) The Trustee shall have no obligation to give, execute, deliver, file, record, authorize or obtain any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to the this Indenture or the Pledge Agreement or (ii) enable the Collateral Agent to exercise and enforce its rights under this Indenture or the Pledge Agreement with respect to any Collateral such pledge and security interest. In addition, the Trustee shall have no responsibility or liability (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the security interest in the Collateral required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date. With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such deliverables were provided to the holders of the other First-Priority Obligations i) in connection with their mortgage on such property: (i) a policy the acts or policies omissions of the Company in respect of the foregoing or marked-up unconditional binder of lender’s title insurance, paid for by the Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey for or with respect to the legality, validity and enforceability of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed security interest created in the comparable opinions provided to Pledged Collateral or the holders perfection and priority of other First-Priority Obligations, (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (v) if required by applicable law, flood hazard determination certificates and, if required, notices to the record owner of any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coveragesuch security interest.