Common use of Security Documents Clause in Contracts

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject (a) To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement and deliver to the receipt 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, 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 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, to 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 customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the 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 Issue 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 Governmental Authorizations necessary foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the Borrower to provide obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted Collateral (subject to the Collateral Agent under terms of the Intercreditor Agreement and the Security Documents shall have been madein all respects) in favor of the Trustee for the benefit of the Holders. (d) Each Holder, including by accepting a mortgage or deed Note, consents and agrees to the terms 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 entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in full force accordance with their terms and effect. The Administrative Agent this Indenture, the Security Documents and the Collateral Agent shall have received:Intercreditor Agreement. (ie) Uniform Commercial Code search certificates from In the jurisdictions event that security interests in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens any of other Persons in the Collateral which are prior not created as of the Issue Date, the Company and the other Grantors shall use commercially reasonable efforts to implement security arrangements with respect to such Collateral as promptly as reasonably practicable after the Liens granted Issue Date (or on such later date as may be permitted by the Holders in their sole discretion). (f) Each Holder, by accepting the Notes, is deemed to the Collateral Agent acknowledge that, as more fully set forth 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 Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by as now or hereafter constituted shall be for the Borrower, duly executed by benefit of all the BorrowerHolders, the Collateral Agent Agent, the Trustee and the applicable depositary bank; (iii) a Control Agreement with other secured parties described in the Security Documents and that the Lien granted in the Security Documents relating to the Notes in respect to each securities account maintained by of the Borrower, duly executed by the BorrowerTrustee, the Collateral Agent Agent, the Holders and the applicable securities intermediary; (iv) such other documents, instruments secured parties is subject to and agreements as the Collateral Agent may reasonably request to create qualified and perfect the Liens granted to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under limited in all respects by the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to actions that may be priortaken thereunder.

Security Documents. Subject The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the receipt extent permitted by law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Obligations of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings Note Guarantor under this Indenture and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents (the “Secured Obligations”), 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Documents hereafter determined as required or permitted by this Agreement Indenture. Each 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 prior in effect or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement may be amended from time to time in accordance with respect to each deposit account maintained by the Borrowerits respective terms, duly executed by the Borrower, and authorizes and directs the Collateral Agent and the applicable depositary bank; (iii) Trustee to enter into this Indenture, the Intercreditor Agreement and, to the extent applicable, the Security Documents to which it is a Control 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 Intercreditor Agreement and in the respective Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to each securities account maintained by or under the BorrowerSecurity Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, duly executed by and shall apply any proceeds from the Borrower, enforcement of any security as set forth therein subject in all cases to the Collateral Agent and Intercreditor Agreement. The provisions of Article 7 hereof relating to the applicable securities intermediary; (iv) Trustee acting in such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted capacity shall apply to the Collateral Agent under 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 actions taken or not taken by it in accordance with this Indenture and the Security Documents; and (v) . 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 other evidence acts and things as may be necessary or proper, or as may be required by the Collateral Agent may reasonably request provisions of the Security Documents or the Intercreditor Agreement, to establish that the Liens granted assure and confirm to the Collateral Agent under 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 cause the Security Documents are to create and maintain, as security for the 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 and prior to the rights of all third Persons, 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 be subordinated to the extent and pursuant to the terms of other Persons in this Indenture and, if applicable, the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorIntercreditor Agreement.

Security Documents. Subject (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer to the receipt Holders, the Trustee or the Collateral Agent under this Indenture, the Notes and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. The Trustee, the Issuer and the Grantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Governmental Authorizations necessary 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 Borrower possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to provide a time in accordance with their terms and this Indenture, and authorizes and directs the Trustee and Collateral Agent, if applicable 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 Regulated AssetsCollateral contemplated hereby, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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, the Issuer and the Grantor shall have been madeexecute any and all further documents, financing statements (including a mortgage or deed of trust made by the Borrower continuation statements and securing the Obligations against the real property owned or leased by the Borroweramendments to financing statements), agreements and instruments, and take all further action that may be required under the Administrative Agent shall have received evidence satisfactory Note Documents or applicable law in order to it that 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 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are prior outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the Liens granted to the Collateral Agent perfection of security interests in the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement Documents in the Collateral to the extent not required to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement taken with respect to each deposit account maintained 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 Borrower, duly executed by the Borrower, Security Documents in the Collateral Agent and cause the applicable depositary bank; (iii) a Control Agreement 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 each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under perfection of security interests in the Security Documents are perfected and prior in the Collateral to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement extent not required to be priortaken with respect to the Credit Agreement.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all All filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens security interests contemplated to be granted to the Collateral Agent for the benefit of the Secured Parties under 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 effecteffect and the 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 be prior). 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 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 Administrative Agent in this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Administrative Agent has received a termination statement; (ii) except as otherwise provided in this Agreement, a Control Agreement with respect 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 deposit account maintained by the Borrowerappropriately completed, duly executed by such Loan Party, and the Borrower, the Collateral Administrative Agent and acknowledged by the applicable depositary bankbank to which addressed; (iii) except as otherwise provided in this Agreement, a Control Agreement with respect to control agreement for each securities account maintained by at which the BorrowerBorrower 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 Borrower, the Collateral Administrative Agent and acknowledged by the applicable securities intermediaryintermediary to which addressed; (iv) such other documents, instruments and agreements as the Collateral Administrative Agent may reasonably request to create and perfect the Liens granted to the Collateral Administrative Agent under or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Collateral Administrative Agent may reasonably request to establish that the Liens granted to the Collateral Agent under 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 such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Company and the Guarantors to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to Holders or the Collateral Agent under the Security Documents shall have been madeNote Documents, 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior according to the Liens granted to the Collateral Agent terms hereof or thereof, shall be secured as provided 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 define the terms of the Security Interests that secure the Obligations. The Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by and the BorrowerCompany and the Holder hereby acknowledge and agree that, duly executed by the Borroweras further set forth below, the Collateral Agent will hold the Collateral for the benefit of the Noteholders and the applicable depositary bank;Collateral Agent. (iiib) a Control Agreement with respect Notwithstanding anything to each securities account maintained by the Borrowercontrary herein, duly executed by the Borrowerno inaccuracy or breach, as applicable, of any representation, warranty or covenant in this Note, the Collateral Agent Transaction Documents or any Security Document relating to the grant, validity, enforceability, perfection or priority of any Security Interest shall occur, and no Default or Event of Default or other breach of the applicable securities intermediary;terms hereof or thereunder shall occur, in either case, as a result of the collateral agency described in this Section 11.1. (ivc) such other documentsThe Holder, instruments by accepting the Note, consents and agreements agrees to 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 Collateral Agent may reasonably request to create and perfect terms of the Liens granted Security Documents, the Company shall deliver to the Collateral Agent under copies of all documents required to be filed pursuant to the Security Documents; and (v) , and will do or cause to be done all such other evidence acts and things as may be reasonably required by the Collateral Agent may reasonably request Security Documents, to establish that the Liens granted provide to the Collateral Agent under the Security Interest in the Collateral contemplated by the Security Documents are perfected or any part thereof, as from time to time constituted, so as to render the same available for the security and prior benefit of this Note secured thereby, according to the Liens intent and purposes therein expressed. (d) Notwithstanding any provision hereof to the contrary, the provisions of other Persons this Section 11.1 are qualified in their entirety by the Collateral, except for terms of the Security Documents and neither the Company nor any such Liens which are expressly permitted Guarantor shall be required pursuant to this Note or any Security Document to take any action limited by this Agreement to be priorthe foregoing.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made by the Borrower and securing the The Notes 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 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 secured as provided in the Security Documents, except subject to the terms of the Intercreditor Agreement. Each Holder, by its acceptance of this Indenture and the Securities, consents and agrees to all of the terms of the Security Documents and the Intercreditor Agreement (including the provisions thereof providing for any such prior Liens release and subordination of Liens, and foreclosure upon, and the exercise of rights and remedies with respect to, Collateral), in each case, as the same may be in effect or may be amended from time to time in accordance with their terms. The Company shall deliver to the Trustee (a) which are expressly permitted by this Agreement to be prior or (b) for which if it is not then the Collateral Agent has received a termination statement; (iiAgent) a Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted copies of all documents delivered to the Collateral Agent under pursuant to the Security Documents; and (v) , and will do or cause to be done all such other evidence acts and things as may be required by the succeeding provisions of this Section 11.01 to assure and confirm to the Trustee and the Collateral Agent may 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 Securities secured hereby, according to the intent and purposes herein expressed. Symmetry shall take, and shall cause the Restricted Subsidiaries to take, any and all actions reasonably request required to establish that cause the Liens granted Security Documents to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected (a) first-priority Lien and security interest in and on all First-Priority Assets and (b) second-priority Lien and security interest in and on all Second-Priority Assets, in each case subject to the terms of the Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the Secured Parties. Notwithstanding the foregoing or anything to the contrary set forth in this Indenture or any Security Document, neither this Indenture nor any Security Document shall require the creation or perfection of Liens on, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of Symmetry or any of its Subsidiaries if and for so long as the Trustee determines that the cost of creating or perfecting such Liens, or obtaining such title insurance, legal opinions or other deliverables in respect of, such assets shall be excessive in view of the benefits to be obtained by the Holders therefrom. The Trustee shall be entitled to make any such determination based on an Officers’ Certificate stating that, due to cost considerations analogous to those that would be applicable were the Trustee to require any such action or deliverable, the same is not required by the Credit Agent in the exercise of its authority under the Security Documents are perfected and prior Credit Agreement. Subject to Section 7.01, the Liens of other Persons Trustee shall be fully protected in the Collateral, except for making any such Liens which are expressly permitted by this Agreement to be priordetermination solely based on any such Officers’ Certificate.

Security Documents. Subject The Administrative Agent shall have received, in form and substance reasonably acceptable to the receipt it, executed counterparts of (i) a Security Agreement, dated as of the Governmental Authorizations necessary for Closing Date, duly executed and delivered by each Obligor; and (ii) the Borrower English Debenture, in each case together with all documents (including share certificates, transfers and stock transfer forms, notices or any other instruments) required to provide be delivered or filed under or in connection with the Security Documents, duly executed by the Borrower, Holdings and/or any other party, as applicable, and evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, notices or actions required under or in connection with the Security Documents to be effected, given or made in order to establish a valid and perfected first priority (subject to Permitted Priority Liens, and, in the case of the U.K. Obligor, the Legal Reservations and Perfection Requirements) security interest in the Regulated AssetsCollateral in accordance with the terms of the Security Documents, including, as applicable: (i) delivery of all filings certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and recordings necessaryoutstanding capital securities owned by each Obligor that are required to be pledged and so delivered under 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 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 contemplated of the Administrative Agent pursuant to the Security Agreement; (iii) UCC-3 termination statements, Intellectual Property security agreement terminations and any other releases, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person (other than with respect to Permitted Liens); and (iv) all applicable Short-Form IP Security Agreements required to be granted to the Collateral Agent provided under the Security Documents shall have been madeAgreement, including a mortgage or deed each dated as 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the BorrowerClosing Date, duly executed and delivered by the Borrower, the Collateral Agent and the each applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorObligor.

Security Documents. Subject to At any time after the receipt execution and delivery thereof, any of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 cease to it that the Security Documents are be in full force and effect. The Administrative 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 Agent shall have received: (i) Uniform Commercial Code search certificates from the 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 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 Agent or Collateral Agent has received a termination statement; (ii) a Control Agreement with respect taken necessary actions to each deposit account maintained by the Borrowerperfect its security interest), duly executed by the Borrowerin favor of Agent, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect superior to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the rights of all third Persons and subject to no other Liens of other Persons (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the Collateraldue performance or observance of any term, except for covenant or agreement on its part to be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the terms of such Security Document. THEN, and in any such Liens 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 direction of the 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 permitted waived by this Agreement Borrower; (C) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and Borrower agrees that upon receipt of 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 priorheld as security by Agent, as is equal to the 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 Section shall occur, the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (A) or (B) above, shall occur automatically without the giving of any such notice. Promptly following the making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the effect of such declaration.

Security Documents. Subject 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 Collateral Agent and the Lenders 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 receipt Collateral. All filings, recordings and deliveries of the Governmental Authorizations instructions and other actions necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, or desirable in the opinion of the Administrative Collateral Agent, the Lenders or their respective counsel in order to protect, preserve and perfect the Liens contemplated provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the 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 granted completed in accordance with Section 8.1(q) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of the registered agreement or deed or of the official receipt or other document evidencing such registration or filing, as the case may be, shall have been delivered to the Collateral Agent under Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such 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 paid in full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent shall have received evidence satisfactory to it Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents are as a result of the assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that the Borrower shall be responsible for any such fees, taxes, expenses or other costs in full force and effect. The Administrative Agent and connection with the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates filing of any Security Documents as a result of the change of the collateral agent from the 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 Collateral which are prior to the Liens granted Nortel 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAgent.

Security Documents. Subject (a) The payment of the principal of and interest and premium (including any applicable Prepayment 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 receipt 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 Governmental Authorizations necessary for Issuers and the Borrower to provide a security interest in Subsidiary Guarantors under this Indenture, the Regulated AssetsNotes, all filings the Note Guarantees and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 be secured as provided in the Security Documents are in full force and effectsubject to the Collateral Trust and Intercreditor Agreement and the Intercreditor Agreement, which the Issuers and the applicable Subsidiary Guarantors shall enter into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Administrative Agent 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 Collateral Agent shall have received: (iRestricted Subsidiaries) Uniform Commercial Code search certificates from the 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 security interest created by the Security Documents 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 Collateral Agent has received a termination statement; (ii) a Control Agreement other than with respect to each deposit account maintained by any Collateral the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect security interest in which is not required to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent be perfected under the Security Documents; and) as a continuing perfected security interest on no less than a second-priority ranking subject only to Permitted Liens and otherwise comply with the Security Documents. (vb) such other evidence as Notwithstanding the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and foregoing, on or prior to the Liens of other Persons 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”), except for any such Liens which are expressly permitted by this Agreement 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 priormortgaged 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 such security interests in such Real Property Collateral to be perfected and 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, the Issuers shall use commercially reasonable efforts to cause such security interests in such Collateral to be perfected within 45 days following the Issue Date (and, to the extent such security interests in such Collateral have not been perfected by such date, to continue to use commercially reasonable efforts to cause such security interests in such Collateral to be perfected, in each case, as soon as practicable thereafter).

Security Documents. Subject The Administrative Agent shall have received an executed counterpart of the Security Agreement, in form and substance reasonably acceptable to the receipt Administrative Agent, dated as of the Governmental Authorizations necessary for Closing Date, duly executed and delivered by each Obligor, together with all documents required to be delivered or filed under the Borrower Security Documents (other than those to provide 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 Regulated AssetsCollateral 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 evidence 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 filings laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and recordings necessarythe 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 contemplated to be granted of the Secured Parties pursuant to the Collateral Agent under 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 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 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 depositary bankAgreement; (iii) a Control UCC-3 termination statements and/or any equivalent termination statements or satisfaction statements required to be delivered to any other registries, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person (other than with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediaryPermitted Liens); (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request all applicable Short-Form IP Security Agreements required to create and perfect the Liens granted to the Collateral Agent be provided under the Security DocumentsAgreement, each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other evidence as the Collateral Agent may subordination agreement in form and substance reasonably request to establish that the Liens granted satisfactory to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. (a) Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Security Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Specified Cash Management Agreement or Specified Hedge Agreement. Subject to Section 11.1, without further written consent or authorization from any Secured Party, the receipt Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.1) have otherwise consented or (ii) release any Guarantor from the Security Documents or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.1) have otherwise consented. (b) Anything contained in any of the Governmental Authorizations necessary for Loan Documents to the Borrower to provide a security interest in contrary notwithstanding, the Regulated AssetsBorrower, all filings and recordings necessary, in the opinion of the Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to perfect the Liens contemplated to be granted to realize upon any of the Collateral Agent or to enforce the guaranty of the Guarantors, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents shall have been made, including a mortgage or deed of trust made may be exercised solely by the Borrower and securing the Obligations against the real property owned or leased by the BorrowerCollateral Agent, and (ii) in the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and event of a foreclosure by 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 filed reflecting no other financing statements or filings which evidence Liens on any of other Persons in the Collateral which are prior pursuant 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 a public or (b) for which the 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 Borrowerprivate sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the applicable depositary bank; Collateral Agent, as agent for and representative of Secured Parties (iiibut not any Lender or Lenders 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 purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a Control Agreement with respect to each securities credit on account maintained of the purchase price for any collateral payable by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) at such sale or 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priordisposition.

Security Documents. Subject (a) In order to secure the due and punctual payment of the principal and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the receipt extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Governmental Authorizations necessary for Issuer and the Borrower Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into Security Documents granting the Trustee, as Collateral Agent a Lien, subject only to provide a security interest Permitted Liens, on all property and assets (except as provided in the Regulated AssetsIntercreditor Agreement) that are subject to a Lien securing the Issuer’s and the Guarantors’ obligations under the Credit Agreement and (ii) the Issuer and the Guarantors agree that, unless a Collateral Suspension is in effect, they will take all filings and recordings necessarysuch 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 opinion Intercreditor Agreement) that in the future are subjected to a Lien to secure the Issuer’s existing and future Senior Obligations, which Lien shall be pursuant to documentation in form substantially similar to the documentation granting the Lien securing the relevant Senior Obligations, except as otherwise contemplated by the Intercreditor Agreement and except for differences consistent with the forms of Security Documents entered into on the Administrative AgentIssue Date. (b) This Indenture and the Security Documents (other than the Intercreditor Agreement) are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement. Each Holder of a Note, by its acceptance of a Note, is deemed to perfect the Liens contemplated to be granted to have authorized and instructed the Collateral Agent under to enter into the Intercreditor Agreement on its behalf, as its “Authorized Representative” and “Senior Representative,” and to bind such Holder to the terms set forth in the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms, and to perform its obligations and exercise its rights thereunder in accordance therewith. In particular, each Holder of a Note, by its acceptance of a Note, is deemed to consent to the provisions of the Intercreditor Agreement and the other Security Documents providing for the release of the Liens on the Collateral and amendments to the Security Documents shall have been madewithout the consent of any Holder of Notes. Each Holder, including by accepting a mortgage or deed Note, consents and agrees to all of trust made by the Borrower terms 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 filed reflecting no other financing statements or filings which evidence Liens provisions 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 as the same may be amended from time to time pursuant to the terms of the Security Documents and this Agreement to be prior or (b) for which Indenture, and authorizes and directs the Collateral Agent has received a termination statement;to enter into the Security Documents on its behalf and on behalf of such Holder and to perform its obligations and exercise its rights thereunder and in accordance therewith. To the extent that any provision of this Indenture or any Security Document is not consistent with or contradicts the Intercreditor Agreement, the Intercreditor Agreement will govern. (iic) Any Person which, after the Issue Date, becomes a Control Agreement Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document (on terms and conditions substantially the same as the then current Collateral Documents) with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) assets or property of 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish Person that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorunless a Collateral Suspension is in effect.

Security Documents. Subject (a) The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Notes Obligations of the Company and the Subsidiary Guarantors to the receipt Holders of the Governmental Authorizations necessary for Notes or the Borrower to provide a security interest in the Regulated AssetsTrustee and/or Collateral Agent (as applicable), all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted according to the Collateral Agent under terms of this Indenture, 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, Notes and the Administrative Agent Note Guarantees, 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 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 secured as provided in the Security Documents, except for any such prior which define the terms of the Liens (a) which are expressly permitted by this Agreement that secure the Notes Obligations with respect to be prior or the Notes. (b) for which The Trustee, the Company and the Subsidiary Guarantors hereby acknowledge and agree that the Collateral Agent has received a termination statement;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. (iic) a Control Subject to the Intercreditor Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrowerand except as provided in Section 4.14 hereof, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted Company shall deliver to the Collateral Agent under copies of all documents required to be filed pursuant to the Security Documents; and (v) , and shall do or cause to be done all such other evidence acts and things as may be necessary, proper, or as may be required by the Collateral Agent may reasonably request Security Documents, to establish that the Liens granted assure and confirm to the Collateral Agent under the security interest in the Collateral contemplated hereby, by the Security Documents are perfected or any part thereof, as from time to time constituted, so as to render the same available for the security and prior 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 subject to (i) the Intercreditor Agreement and (ii) Section 4.14 hereof, the Company and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements), and take all further action that may be required under applicable law (or as may be requested by the Trustee or Collateral Agent, without either being obligated whatsoever to make any such request) in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens of other Persons and security interests created or intended to be created by the Security Documents in the Collateral, except for any such subject to Permitted Liens which are expressly permitted by this Agreement and subject to be priorthe terms of the Intercreditor Agreement.

Security Documents. Subject 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 (x) 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 Governmental Authorizations necessary for applicable Gaming Authority, the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated shall pledge or cause to be granted 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 Reserve) and (y) the Borrower shall cause the stock of CPI to pledged to the Collateral Agent under pursuant to the Pledge Agreement as promptly as possible following receipt of the 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 the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other 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, rather 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 Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken or condition is satisfied (or was required to be taken or satisfied) in accordance with the foregoing provisions of this Section 13.17 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken, or the conditions required to be satisfied, by this Section 13.17 have been made, including a mortgage taken or deed of trust made by the Borrower and securing the Obligations against the real property owned satisfied (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 were required to be filed reflecting no other financing statements taken 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorsatisfied).

Security Documents. Subject As security for the due repayment of all sums from time to time payable to the receipt Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Governmental Authorizations necessary for Bank at the Borrower to provide a security interest in time specified herein or otherwise as required by the Regulated AssetsBank and ensure that such security, all filings apart from this Agreement, consists of (a) A Master Swap Agreement and recordings necessary, in the opinion of relevant Schedule attached thereto (the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made "Master Swap Agreement") executed by the Borrower in form and securing substance satisfactory to the Obligations against Bank; (b) A Master Agreement Security Deed (the real property owned "Master Agreement Security Deed") executed or leased (as the context may require) to be executed by the BorrowerBorrower in favour of the Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and substance satisfactory to the Bank (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, Earnings, and Requisition Compensation for the Administrative Agent shall have received evidence Vessel in form and substance satisfactory to it that the Security Documents are Bank and respective notices of assignment and acknowledgements thereof (the "General Assignment"); (f) Specific assignment of the benefit of the Charter in full force respect of the Vessel chartered and effect. The Administrative Agent respective notices and acknowledgements thereof (the Collateral Agent shall have received:"Specific Assignment"). (g) Pledge agreement(s) in form and substance satisfactory to the Bank executed or (as the context may require) to be 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 substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower in favour of the Bank in respect of the Retention Account (the "Retention Account Pledge"); (i) Uniform Commercial Code search certificates from the jurisdictions Manager's undertaking 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 Collateral which are prior form and substance satisfactory to the Liens granted Bank pursuant to which the Manager will subrogate its rights to the Collateral Agent in Loan throughout the Security Documents, except for any such prior Liens Facility Period (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior"Manager's Undertaking").

Security Documents. Subject (a) Each Lender hereby authorizes the Administrative Agent to the receipt enter into each of the Governmental Authorizations necessary Security Documents and to take all actions contemplated thereby. All rights and remedies under the Security Documents may be exercised by the Administrative Agent for the Borrower benefit of the Lenders and the other beneficiaries thereof upon the terms thereof. With the consent of the Required Lenders, the Administrative Agent may assign its rights and obligations as Administrative Agent under any of the Security Documents to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion any Affiliate of the Administrative Agent, and such Affiliate thereafter shall be entitled to perfect (i) all the Liens contemplated to be granted to rights of the Collateral Administrative Agent under the applicable Security Documents shall have been madeDocument and (ii) all rights hereunder of the Administrative Agent with respect to the applicable Security Document. (b) In each circumstance where, including a mortgage or deed under any provision of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrowerany Security Document, and the Administrative Agent shall have received evidence satisfactory the right to it that grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Security Documents are in full force and effect. The Administrative Agent and under such Security Document, the Collateral Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from act in respect of such consent, exercise of remedies, determination or action, as the jurisdictions in which Uniform Commercial Code financing statements are to case may be, with the consent of and at the direction of the Required Lenders; PROVIDED, however, that no such consent of the Required Lenders shall be 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 Collateral Agent has received a termination statement; (ii) a Control Agreement required with respect to any consent, determination or other matter that is, in the Administrative Agent's judgment, ministerial or administrative in nature. In each deposit account maintained circumstance where any consent of or direction from the Required Lenders is required, the Administrative Agent shall send to the Lenders a written notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and the 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 five (5) Business Days after the giving of such notice, such Lender shall be deemed to have agreed to the course of action proposed by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject In each case, to the receipt extent the same shall not have been previously delivered to the Administrative Agent, 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 Governmental Authorizations 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 for or appropriate, including those set forth on Schedule B hereto to grant the Borrower 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 provide which a security interest may be perfected by the filing of a financing statement, which Lien shall be 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 any jurisdiction in which any of such Collateral is located and the Regulated Assetsjurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be covered, by the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of 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 recordings necessarydelivery of such other security and other documents as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens contemplated created, or purported or intended to be granted to the Collateral Agent under the Security Documents shall have been madecreated, 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 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 such Security Documents, except for any such prior Liens ; and (av) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Borrower, duly payoff letters executed by the Borrowerholders of any Indebtedness reflected as being paid as of the Summersun Acquisition Closing Date on Schedule A hereto setting forth the amount required to discharge such Indebtedness, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted proceeds of the Summersun Term A Loans and Summersun Term B Loans will be used to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any so discharge such Liens which are expressly permitted by this Agreement to be priorIndebtedness.

Security Documents. Subject The Administrative Agent shall have received (i) a reaffirmation agreement, executed and delivered by an authorized officer of the Company and each other Loan Party that is party to the receipt Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Pledged 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, in each cash, other than any such certificates, stock powers, and instruments already in the possession of the Governmental Authorizations necessary for Administrative Agent pursuant to the Borrower terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to provide a security interest be filed, registered or recorded in the Regulated Assets, all filings and recordings necessary, order to create in the opinion favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madefiled, including registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, undated stock powers and instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the 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 certificates representing the shares of Capital Stock of Domestic Subsidiaries) shall not be a mortgage or deed condition to the agreement of trust each Lender to make the extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the Borrower and securing Third Restatement Effective Date (or such later date as the Obligations against the real property owned or leased by the BorrowerAdministrative Agent may agree in its reasonable discretion)). In addition, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are results of recent lien searches 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement each relevant jurisdiction with respect to each deposit account maintained 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 the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Section 7.02 or Liens to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may be discharged pursuant to documentation or arrangements reasonably request to create and perfect the Liens granted satisfactory to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 The Administrative Agent shall have received evidence satisfactory fully executed counterparts (each of which shall be originals or telecopies followed promptly by originals) of the Pledge and Security Agreement and all other Security Documents, including but not limited to it that the Guaranty Agreement (but not including any Copyright Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: Agreement, Patent Security Agreement, Trademark Security Agreement or Mortgages), together with (i) Uniform Commercial Code search certificates from the jurisdictions in which all appropriate Uniform Commercial Code financing statements are and appropriate stock powers and certificates evidencing the 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 reflecting no other any such Uniform Commercial Code financing statements in such locations as the Administrative Agent may deem appropriate. Notwithstanding anything to the contrary herein or filings which evidence Liens otherwise, to the extent any Collateral, including the perfection of any security interest, is not or cannot be provided on the Closing Date (other Persons 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 which 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 are prior a Lien may be perfected by the filing of financing statements under the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) of the Borrower’s or any Guarantor’s jurisdiction of organization) after the Borrower’s use of commercially reasonable efforts to do so, then the provision of any such Collateral, including the perfection of any security interest, shall not constitute a condition precedent to the Liens granted to availability of the Loan on the Closing Date, but may instead be provided, or a security interest therein perfected, within ninety (90) days after the Closing Date (which may be extended by the Collateral Agent in the Security Documents, except for any such prior Liens (aits sole discretion) which are expressly permitted by this Agreement pursuant to arrangements to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained mutually agreed by the Borrower, duly executed by the Borrower, the Borrower and Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAgent.

Security Documents. Subject (a) Following the Separation, the due and punctual payment of the Obligations on the 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 and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the receipt extent permitted by law), if any, on the Securities and any Subsidiary Guarantee and performance of all other Obligations of any of the Governmental Authorizations necessary Company and any Subsidiary Guarantor to the Holders of Securities or the Trustee under the Note Documents according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), will be secured by second-priority Liens on the Collateral granted to the Collateral Trustee for the Borrower benefit of the 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 Subsidiary Guarantors that are subject to provide 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 letters of credit issued pursuant to the 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 priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or to exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Note Documents. (b) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of the Note Documents (including, 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 cause its Restricted Subsidiaries to do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security 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 Security Documents to which it is a party as contemplated by this Indenture in accordance with the Intercreditor Agreement, and any and all proceeds thereof, for the benefit of, among others, the Trustee and the Holders of the Securities, to act in preservation of the security interest in the Regulated Assets, all filings and recordings necessary, Collateral in accordance with the opinion 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 Administrative AgentSecurities. (e) Each Holder, by accepting a Security, shall be deemed (i) to perfect the Liens contemplated have agreed to be granted bound thereby and (ii) to appoint the Collateral Agent Trustee or the Trustee, as the case may be, as its agent under the Security Documents shall have been madeand the Intercreditor Agreement and to authorize it to act as such. (f) The Collateral Trustee is hereby authorized to exercise such rights, including a mortgage or deed of trust made powers and discretions as are specifically delegated to it 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 filed reflecting no other financing statements or filings which evidence Liens terms 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 including the power to enter into the Security Documents, on behalf of the Holders of the Securities, together with all rights, powers and discretions as are expressly permitted by this Agreement reasonably incidental thereto or necessary to give effect to the trusts created thereunder. The Collateral Trustee shall, however, at all times be prior entitled to seek directions from the Trustee or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement Holders with respect to each deposit account maintained by the BorrowerSecurities and shall, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted subject to the Collateral Agent 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, and its authorization to so act on such Holders’ and the Trustee’s behalf in accordance with the terms of the Note Documents. (vg) such Notwithstanding any other evidence as provision of this Indenture or any other Note Document, neither the Trustee nor the Collateral Agent may reasonably request 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 establish that 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 Liens granted to perfection of the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons Trustee’s security interest in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject In order to secure the Obligations of the Issuer under the Indenture and the Notes, the Issuer and the Second Lien Collateral Agent have entered, simultaneously with the execution of the Indenture, into the Security Agreement and each other Security Document identified on Schedule A hereto. In the case of real property of the Issuer and Guarantors for which a mortgage has been delivered pursuant to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Credit Agreement, excluding any such property constituting Excluded Assets, all filings the Issuer shall also have delivered the following (collectively, “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 recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a enforceable second priority mortgage or deed of trust made by lien on the Borrower and securing fee or leasehold estate of the Obligations against Mortgaged Property described therein, in an amount equal to the lesser of (x) the fair market value of the real property owned subject to the Mortgage (the “Mortgaged Property”), (y) the amount of any such policy or leased policies delivered to the First Lien Collateral Agent in respect of such 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 BorrowerIssuer or such Guarantor, issued by a nationally recognized title insurance company, insuring the Second Priority Lien on such Mortgaged Property as a valid and enforceable Lien on the Mortgaged Property described therein, free of any other Liens except Liens permitted by the terms of the Indenture and the Administrative Agent shall have received evidence satisfactory 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) with respect to each Mortgaged Property, any and all surveys delivered in connection with the Credit Agreement with copies delivered to the applicable title insurance company; it being acknowledged that neither the Security Documents are in full force and effect. The Administrative Agent and Trustee nor the Second Lien Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are any obligation to be filed reflecting no other financing statements review 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 otherwise rely on any such prior Liens survey, (aiii) which are expressly permitted by this Agreement to be prior or (ban Opinion of Counsel of the type specified in Section 4.20(a) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account any such Mortgaged Property, (iv) evidence of insurance required to be maintained by pursuant to the Borrower, duly executed by the Borrower, the Collateral Agent Mortgages on such Mortgaged Property and the applicable depositary bank; Indenture, and (iiiv) a Control Agreement with respect to each securities account maintained by the Borrowersuch Mortgaged Property, duly executed by the Borrowerflood hazard determination certificates and, the Collateral Agent and the applicable securities intermediary; (iv) such other documentsif required, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted notices to the Collateral Agent under the Security Documents; and record owner of any improvements in a special flood hazard area, together with evidence of flood insurance coverage (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under extent required). Notwithstanding the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.foregoing,

Security Documents. Subject (i) With respect to any Tier I Properties and Tier II Properties included as a Borrowing Base Property prior to the receipt occurrence of the Governmental Authorizations necessary Qualified Capital Raise, a Mortgage, Assignment of Leases and Rents, a joinder and supplement to the Security Agreement and such other Security Documents relating to such Real Estate, including any amendments to or additional Security Documents, in order to grant to the Agent, for the Borrower to provide benefit of the Lenders, a first priority lien and security interest (subject to any Liens expressly permitted with respect thereto by §8.2) in the Regulated Assets, such Borrowing Base Property and all filings and recordings necessary, in the opinion assets of the Administrative AgentTRS Lessee, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made duly executed and delivered by the Borrower and securing the Obligations against the real property owned or leased by the Borrowerrespective parties thereto, and the Administrative Agent shall have received evidence satisfactory to it that the recorded such 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 filed reflecting no other Documents, amendments, UCC financing statements or filings which evidence Liens of other Persons in amendments thereto as 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 Collateral Agent has received a termination statement;may reasonably require. (ii) With respect to any Tier I Properties included as a Control Agreement Borrowing Base Property commencing upon the occurrence of the Qualified Capital Raise and continuing thereafter, such Security Documents relating to the Equity Interests in each Subsidiary directly or indirectly owning or leasing (including TRS Lessee) any such Real Estate, including any amendments to or additional Security Documents, in order to grant to the Agent, for the benefit of the Lenders, a first priority lien and security interest (subject to any Liens expressly permitted with respect thereto by §8.2) in such Equity Interests in each Subsidiary directly or indirectly owning or leasing (including TRS Lessee) such Real Estate and in each other Subsidiary, duly executed and delivered by the respective parties thereto (which with respect to each deposit account maintained such Borrowing Base Property shall include, if required by the Borrower, duly executed by the BorrowerAgent, the Collateral delivery to Agent and the applicable depositary bank; (iii) a Control Agreement of certificates evidencing such Equity Interests together with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements transfer powers or assignments as the Collateral Agent may reasonably request to create require), and perfect the Liens granted to the Collateral Agent under the Security Documents; and (v) shall have recorded such other evidence UCC financing statements or amendments thereto as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorrequire.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated AssetsThe Security Agreement, all filings duly executed and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made delivered by the Borrower Credit Parties and securing the Obligations against the real property owned or leased by the BorrowerCollateral 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 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 except 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. In addition, Administrative Agent shall have received evidence satisfactory to it that all filings, registrations and recordings have been made in the Security Documents are in full force appropriate governmental offices, and effect. The all other action has been taken, that Administrative Agent and 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 Agent shall have received: (i) Uniform Commercial Code search certificates from the 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 Collateral which are prior to the Liens granted to the Collateral Agent described in the Security DocumentsAgreement, subject to no other Liens except for any 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, representing the Pledged Securities, promissory notes, if any, evidencing all Indebtedness owed to such prior Liens (a) which are expressly permitted by this Agreement Credit Party as of the Amendment Effective Date to the extent required to be prior or pledged pursuant to the Security Agreement (bincluding Intercompany Notes required by Section 8.05(g) for which of the Collateral Agent has received a termination statement; (ii) a Control Agreement Restated Credit Agreement), and stock powers and instruments of transfer, endorsed in blank, with respect to each deposit account maintained such stock certificates and promissory notes; and (y) all documentation, including UCC financing statements, required by the Borrowerlaw or reasonably requested by Administrative Agent to be filed, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request registered or recorded to create and or perfect the Liens granted intended to the Collateral Agent be created under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAgreement.

Security Documents. Subject (a) Each Borrower shall, and shall cause each 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 receipt Lien of the Governmental Authorizations Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) neither Borrower shall, and each Borrower shall cause each of the Bareboat Charterers not to, 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 benefit of the Secured Parties. (b) Each Borrower shall take all actions necessary to provide cause each Additional Project Document intended to be covered by a security interest 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 Regulated Assetscase of any Additional Material Project Document, all filings cause each party to such Additional Material Project Document to execute and recordings necessarydeliver 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 Additional 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 the Administrative Agentsuch counsel, such action has been taken with respect to perfect the Liens contemplated to be granted to the Collateral Agent under (i) amending or supplementing the Security Documents shall have been made(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 mortgage or deed Security Document) to the Lien 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by (A) the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under recordation of the Security Documents (including, without limitation, any amendment or supplement thereto) and any other requisite documents and (B) the execution and filing of any financing statements and continuation statements as are perfected and prior necessary to maintain the Liens purported to be created by the Security Documents and reciting the details of other Persons such action or stating that, in the Collateralopinion of such counsel, except for no such action is necessary to maintain such Liens. Such opinion or opinions of counsel shall also describe the recordation of the Security Documents and any other requisite documents and the execution and filing of any financing statements and continuation statements, or the taking of any other action that will, in the opinion of such counsel, be required to maintain the Liens which are expressly permitted by this Agreement purported to be priorcreated by the Security Documents after the date of such opinion.

Security Documents. Subject Each Lender hereby further authorizes Agent to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under enter into the Security Documents shall have been madeas secured party, including a mortgage or deed and to accept the Subsidiary Guaranty, in each case on behalf of trust made and for the benefit of Lenders and agrees to be bound 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 terms of the Security Documents are in full force and effect. The Administrative Agent and the Collateral Subsidiary Guaranty; PROVIDED that Agent shall have receivednot enter into or consent to any amendment, modification, termination or waiver of any provision contained in the Security Documents or the Subsidiary Guaranty without the prior consent of Requisite Lenders; PROVIDED FURTHER, that anything in this Agreement or the other Loan Documents to the contrary notwithstanding: (i) Uniform Commercial Code search certificates Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from the jurisdictions 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 Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence and Liens of other Persons in upon the Collateral which are prior granted pursuant 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 Collateral Agent has received a termination statement;. (ii) a Control Agreement with respect The Lenders irrevocably authorize Agent, at its option and in its discretion, to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens release any Lien granted to or held by Agent upon any Collateral (a) upon termination of the Collateral Agent 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 sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; and (vc) such other evidence as constituting property in which any Credit Party owned no interest at the Collateral Agent may reasonably request time the Lien was granted or at any time thereafter; (d) constituting property leased to establish that the Liens granted to the Collateral Agent any Credit Party under the Security Documents are perfected and prior to the Liens of other Persons a 109 117 lease which has expired or been terminated in the Collateral, except for any such Liens which are expressly a transaction permitted by under this Agreement or is about to be priorexpire 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 to subsection 10.6. Upon request by Agent at any time, Lenders will confirm in writing Agent's authority to release particular types or items of Collateral pursuant to this subsection 9.6.

Security Documents. Subject As security for the due repayment of all sums from time to time payable to the receipt Bank, the Borrower shall ensure and procure that the following Security Documents are duly executed and, where required properly registered in favour of the Governmental Authorizations necessary for Bank at the Borrower to provide a security interest in time specified herein or otherwise as required by the Regulated AssetsBank and ensure that such security, all filings apart from this Agreement, consists of (a) A Master Swap Agreement and recordings necessary, in the opinion of relevant Schedule attached thereto (the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made “Master Swap Agreement”) executed by the Borrower in form and securing substance satisfactory to the Obligations against Bank; (b) A Master Agreement Security Deed (the real property owned “Master Agreement Security Deed”) executed or leased (as the context may require) to be executed by the Borrower, Borrower in favour of the Bank; (c) A Corporate Guarantee from the Corporate Guarantor in form and the Administrative Agent shall have received evidence substance satisfactory to it that the Security Documents are Bank (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, Earnings and Requisition Compensation for the Vessel in full force form and effect. The Administrative Agent substance satisfactory to the Bank and respective notices of assignment and acknowledgements thereof (the Collateral Agent shall have received:“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 the Bank executed or (as the context may require) to be 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 substance satisfactory to the Bank executed or (as the context may require) to be executed by the Borrower in favour of the Bank in respect of the Retention Account (the “Retention Account Pledge”); (i) Uniform Commercial Code search certificates from the jurisdictions Manager’s undertaking 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 Collateral which are prior form and substance satisfactory to the Liens granted Bank pursuant to which the Manager will subrogate its rights to the Collateral Agent in Loan throughout the Security Documents, except for any such prior Liens Facility Period (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior“Manager’s Undertaking”).

Security Documents. Subject In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the receipt 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 Second Priority Senior Secured Parties (subject only to the provisions of the Governmental Authorizations Intercreditor Agreement) than the Security Documents (both individually and taken together as 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, as the same may be amended from time to time pursuant to the terms of the Security Documents 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 Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary for or proper, or as may be required by the Borrower provisions of the Security Documents, to provide a assure and confirm to the Trustee and the Collateral Agents the security interest in the Regulated AssetsCollateral contemplated by this Indenture, all filings the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and recordings necessary, in the opinion benefit of this Indenture and of the Administrative AgentNotes and Guarantees secured thereby, according to perfect the Liens contemplated to be granted to intent and purposes herein and therein expressed. The Company and the Guarantors shall take, upon the written request of the Collateral Agent under or 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: Trustee (i) Uniform Commercial Code search certificates from the 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 Collateral which are prior to the Liens granted extent the Trustee is permitted to the Collateral Agent in the Security Documents, except for any make such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may ), any and all actions reasonably request required to establish that the Liens granted to the Collateral Agent under cause the Security Documents are to create and maintain, as security for the obligations of the Company under this Indenture, the Notes and the Guarantees, a valid and enforceable perfected Lien on and prior to the Liens security interest in all of other Persons in the Collateral, except in favor of the Collateral Agents for the benefit of the Second Priority Senior Secured Parties. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the Credit Facility as a Credit Facility pursuant to the definition of Credit Facility, (i) 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 any of its Subsidiaries pursuant to such Liens which Credit Facility, or (ii) execute new Security Documents and, if applicable, an intercreditor agreement on substantially identical terms as the existing Security Documents and Intercreditor Agreement, with such changes therein as are expressly permitted necessary to reflect such Credit Facility and the parties thereto. 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 Agreement to be priorIndenture.

Security Documents. Subject 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 any such Collateral, whether pursuant to any Second Lien Security Document or by the 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 receipt Second Liens, at any time when the Discharge of the Governmental Authorizations necessary First Lien Obligations shall not have occurred, then it shall hold such Collateral, proceeds or payment in trust for the Borrower First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to provide a security interest in the Regulated AssetsFirst Lien Collateral Agent. Each Second Lien Secured Party agrees that if, at any time, all filings and recordings necessary, in the opinion or part of the Administrative Agent, to perfect the Liens contemplated to be granted 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 Agent any payment (including any payment received from any party under the Security Documents Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens) received by it in respect of any First Lien Obligations Collateral and shall have been made, including a mortgage or deed of trust made promptly turn any First Lien Obligations Collateral then held by it over to the Borrower and securing the Obligations against the real property owned or leased by the BorrowerFirst Lien Collateral Agent, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are provisions set forth 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 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 shall be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) reinstated as if 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorpayment had not been made.

Security Documents. Subject (a) 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 Issuer pursuant to the receipt 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 Governmental Authorizations necessary for Issuer and the Borrower to provide a security interest in Guarantors under this Indenture, the Regulated AssetsIntercreditor Agreement, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been madeDocuments, 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, Guarantees and the Administrative Agent Notes 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the Issuer and the Guarantors will enter into on the Issue Date and will be secured by Security Documents 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 Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be prior 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 (bat the sole cost and expense of the Issuer and the Guarantors) for which the security interest created by the Security Documents in the Collateral Agent has received a termination statement; (ii) a Control Agreement other than with respect to each deposit account maintained by any Collateral the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect security interest in which is not required to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent be perfected under the Security Documents; and) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (vb) such other evidence as The Issuer and the Guarantors shall use commercially reasonable efforts to cause to be perfected on the Issue Date the security interests in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders in the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under 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 delivered pursuant to the terms of the Security Documents are perfected and prior subject to the Liens terms of other Persons in the Collateral, except for Intercreditor Agreement. To the extent any such Liens which are expressly permitted security interests required by this Agreement Indenture and the Security Documents cannot be perfected by filing or delivery on the Issue Date using commercially reasonable efforts, the Issuer will be required to use commercially reasonable efforts to have all such security interests to be priorin 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 Date after using commercially reasonable efforts, it will not be a Default or an Event of Default hereunder.

Security Documents. Subject to the receipt Any of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 cease to it that the Security Documents are be in full force and effect. The Administrative Agent and , or shall cease to give the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from for the jurisdictions in which Uniform Commercial Code financing statements are benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be filed reflecting no other financing statements created thereby (including, without limitation (to the extent provided therein), a perfected security interest, to the extent required by the Credit Documents, in, and Lien on, all or filings which evidence Liens any material portion of other Persons in the Collateral which are prior to (other than as a result of the Liens granted to failure of the Collateral Agent in to file continuation statements or the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which failure of the Collateral Agent has received a termination statement; (ii) a Control or the collateral agent under the ABL Credit Agreement with respect to each deposit account maintained by the Borrowermaintain possession of possessory collateral delivered to it), duly executed by the Borrower, in favor of the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Agent, superior to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens 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 Persons 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 Collateralaggregate for Holdings, except 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 period of 60 consecutive days, and the aggregate amount of all such Liens which are expressly permitted judgments and decrees (to the extent not paid or fully covered (other than to the extent of any deductible) by this Agreement to be prior.such insurance company) equals or exceeds the Threshold Amount; or

Security Documents. Subject The Lender shall have received the security agreements and related documents listed on Schedule 5.10 (the “Security Documents”), each in form and substance satisfactory to the receipt Lender and the Borrower, together with (a) certificates evidencing all of the Governmental Authorizations necessary for issued and outstanding Capital Securities owned by Holdings, the Borrower or any Subsidiary in the Borrower and the Subsidiaries (other than the Excluded Subsidiaries), which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated, confirmation and evidence satisfactory to provide a the Lender that the security interest therein has been transferred to and perfected by the Lender in accordance with all laws applicable to the Regulated Assetsperfection of the pledge of such Capital Securities. (b) financing statements or appropriate security registration forms suitable in form for naming Holdings, the Borrower and each Subsidiary (other than the Excluded Subsidiaries) as a debtor and the Lender as the secured party, or other similar instruments or documents to be filed under all filings and recordings necessaryjurisdictions as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the Liens contemplated to be granted security interests of the Lender pursuant to the Collateral Agent under the Security Documents shall have been madeDocuments; (c) termination statements, including a mortgage or deed if any, necessary to release all Liens and other rights 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: any Person (i) Uniform Commercial Code search certificates in any assets of Holdings, the Borrower or any Subsidiary (other than the Excluded Subsidiaries), and (ii) securing any of the Indebtedness identified in Schedule 8.2(b), together with such other termination statements as the Lender may reasonably request from Holdings, the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements Borrower 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 Collateral Agent has received a termination statementSubsidiary; (iid) a Control Agreement with respect landlord access agreements and bailee letters in form and substance satisfactory to the Lender from each deposit account maintained by the Borrower, duly executed by the Borrowerlandlord to Holdings, the Collateral Agent Borrower or any Subsidiary and each other Person that has possession of any collateral securing the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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 DocumentsObligations; and (ve) such evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other evidence as similar accounts of Holdings, the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents Borrower and each Subsidiary are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorControlled Accounts.

Security Documents. Subject The Issuers shall have furnished to the receipt of Initial Purchasers the Governmental Authorizations necessary for Security Documents duly executed by the Borrower to provide a security interest respective Grantors party thereto, together with: (A) proper financing statements, each in the Regulated Assets, form to be filed on the Closing Date under the Uniform Commercial Code of all filings and recordings necessary, jurisdictions that may be deemed necessary or desirable in the opinion of the Administrative Agent, order to perfect the Liens contemplated created by the Security Documents, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be 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 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, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the Initial Purchasers evidencing the release of each item of Collateral Agent under and the termination of all Liens thereon (other than Liens created by the Indenture 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 BorrowerDocuments), and the Administrative Agent each such payoff letter, release and termination shall have received evidence satisfactory to it that the Security Documents are be in full force and effect. The Administrative Agent and the Collateral Agent shall have received:. (iE) Uniform Commercial Code search certificates from bailee letters and landlord waivers, in form and substance reasonably satisfactory to the jurisdictions in which Uniform Commercial Code financing statements are Initial Purchasers, executed by the Issuers or the appropriate Grantors for delivery to be filed reflecting no other financing statements or filings which evidence Liens each of other Persons the persons specified in the Collateral which are prior Security Documents as holding Collateral; (F) the original membership interest certificates and stock certificates pledged to the Liens granted Secured Party pursuant 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 together with undated stock powers or (b) for which the Collateral Agent has received a termination statementendorsements duly executed in blank in connection therewith; (iiG) a Control Agreement with respect to each deposit account maintained mortgages (including vessel mortgages and ship mortgages), assignments of rents and leases, and fixture filings in form and substance approved by the BorrowerInitial Purchasers, duly executed to be recorded on the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the BorrowerSecurity Documents, covering the Collateral Agent Collateral, which mortgages, assignments of rents and leases, and fixture filings shall be so recorded on the applicable depositary bankClosing Date; (iiiH) irrevocable commitment by a Control Agreement with respect to each securities account maintained title insurance company approved by the Borrower, duly executed 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 Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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, 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 (vI) such any other evidence as the Collateral Agent may reasonably request documents required to establish that the Liens granted be delivered to the Collateral Agent under Secured Party pursuant to the Security Documents are perfected and prior reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens of other Persons in created by the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorSecurity Documents have been taken.

Security Documents. Subject The Administrative Agent shall have received (i) the Security Agreement and the Cayman Security Document in form and substance reasonably acceptable to the receipt Administrative Agent, dated as of the Governmental Authorizations necessary for Closing Date, duly executed and delivered by each Obligor and (ii) all documents (including share certificates, transfers and stock transfer forms or certificates, notices, proxies or powers of attorney, directors letters of resignation and authorization, undertakings, deeds, letters, resolutions or any other instruments) required to be delivered or filed under the Borrower Security Documents and evidence satisfactory to provide 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 Regulated AssetsCollateral in accordance with the terms of the Security Documents, including: (i) delivery of all filings certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and recordings necessaryoutstanding capital securities owned by each Obligor that are required to be pledged and so delivered under 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 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 contemplated to be granted of the Secured Parties pursuant to the Collateral Agent under 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 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 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 depositary bankAgreement; (iii) a Control UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement with respect to each securities account maintained previously granted by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary;any Person; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4900-8142-0056v.28" "" 4900-8142-0056v.28 (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request all applicable Short-Form IP Security Agreements required to create and perfect the Liens granted to the Collateral Agent be provided under the Security DocumentsAgreement, each dated as of the Closing Date, duly executed and delivered by each applicable Obligor; and (v) the Intercompany Subordination Agreement or such other evidence as the Collateral Agent may subordination agreement in form and substance reasonably request to establish that the Liens granted satisfactory to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject (A) In order to secure the Secured Obligations, (i) the Pledgor, on the Issue Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (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 Collateral, except as otherwise permitted by the terms of this Indenture. (B) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the receipt terms of the Governmental Authorizations necessary 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 Trustee to enter into the Pledge Agreement, and to have authorized and empowered the Collateral Trustee 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 contrary set forth in this Indenture or in any other Collateral Document, neither the Trustee nor the Collateral Agent shall be responsible for the Borrower existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to provide a act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the 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 in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent or the Collateral Trustee pursuant to the this Indenture or the Pledge Agreement or the other Collateral Documents or (ii) enable the Collateral Trustee to exercise and enforce its rights under this Indenture or the Security Pledge Agreement or the other Collateral Documents with respect to such pledge and security interest. In addition, the Trustee shall have been made, including a mortgage no responsibility 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: liability (i) Uniform Commercial Code search certificates from in connection with the jurisdictions acts or omissions of the Company in which Uniform Commercial Code financing statements are respect of the foregoing or (ii) for or with respect to be filed reflecting no other financing statements or filings which evidence Liens the legality, validity and enforceability of other Persons any security interest created in the Collateral which are prior or the perfection and priority of such security interest. (E) Within 60 days of the Issue Date (or such later date agreed to by the Liens granted Collateral Trustee in its sole discretion), the Company will cause the Mortgagor to deliver 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 Trustee under the Collateral Agent has received a termination statement; (ii) a Control Trustee Agreement with respect to each deposit account maintained by Mortgages encumbering the Borrower, duly executed by the Borrower, the Collateral Agent Mortgaged Property and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted deliver to the Collateral Agent under Trustee an Opinion of Counsel of ▇▇▇▇ ▇▇▇▇▇▇ LLP, dated on or before the Security Documents; and (v) such other evidence as date of the Collateral Agent may Mortgages, and covering matters customary in similar transactions, in a form and substance reasonably request to establish that the Liens granted satisfactory to the Collateral Agent Trustee under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorCollateral Trust Agreement.

Security Documents. Subject The Company and the Guarantors shall have executed and delivered a perfection certificate dated as of the Closing Date (the “Perfection Certificate”) in form and substance reasonably satisfactory to the receipt Initial Purchasers. Except as otherwise provided for in the Security Agreement, the Indenture or the other documents entered into pursuant to the Transactions, the Representative and the Notes Collateral Agent shall have received each of the Governmental Authorizations Security Documents, in form and substance reasonably satisfactory to the Initial Purchasers, and all other certificates, agreements or instruments necessary for to perfect the Borrower to provide a Notes Collateral Agent’s security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been madeCollateral, including a mortgage or deed but not limited to, control agreements, stock certificates accompanied by instruments of trust made 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 be executed by the Borrower Company and securing the Obligations against the real property owned or leased by the Borrowereach other party thereto, and each such document shall be in full force and effect; and the Administrative Initial Purchasers and the Notes Collateral Agent shall have received evidence satisfactory that all of the liens on the Collateral (other than 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 covered or intended to it that be covered by the Security Documents are (other than permitted liens described 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 Pricing Disclosure Package or liens to be filed reflecting no other financing statements released on or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to Closing Date) and (ii) acceptable evidence of payment or arrangements for payment by the Collateral Agent in Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the recording of 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject to Section 4(n) hereof, in accordance with the receipt terms of the Governmental Authorizations 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 acknowledged 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 Borrower owner or holder of the fee interest or leasehold interest to provide 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 applicable, with the priority contemplated in the Offering Memorandum, in respect of the Notes in 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, (B) have been supplemented by such endorsements as shall be reasonably requested by the Initial Purchasers including, without limitation, endorsements or other items relating to usury, first loss, 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 shall be reasonably agreed to by the Initial Purchasers prior to the 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 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 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 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 Chief Financial Officer, to the effect that the Company has performed all 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 Regulated AssetsCollateral constituting deposit accounts within the meaning of Section 9-102(a)(29) of the UCC, deposit account control agreements (each a "Control Agreement") each substantially in the form of Exhibit 5 to the Security Agreement (as 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 Agreement) from all filings securities intermediaries with respect to all securities accounts and recordings necessarysecurities entitlements of the Company and each Guarantor; (xiii) certificates representing all Pledged Securities (as defined in the Security Agreement), together with executed and undated stock powers and/or assignments in blank; (xiv) instruments representing all intercompany Indebtedness (as defined in the 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 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 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 each other party thereto, and each such document shall be in full force and effect; and (xvii) evidence that all other actions reasonably necessary or, in the opinion of the Administrative AgentTrustee, desirable to perfect the Liens contemplated to be granted to security interest created by the Collateral Agent under 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priortaken.

Security Documents. Subject to For the receipt purpose of better securing the payment of the Governmental Authorizations necessary for Bank's Selling Price and all other monies due and owing under this Agreement and the Borrower other Security Documents, the Customer(s) execute and/or shall cause the Security Party(ies) to provide a execute on or before the execution of this Agreement in favour of the Bank the following security interest documents:- (a) the Charge in the Regulated Assets, all filings and recordings necessary, in event the opinion individual document of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have title/separate strata title has been made, including a mortgage or deed of trust made issued by the Borrower and securing relevant authorities; or (b) 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:Deed of Assignment; (i) Uniform Commercial Code search certificates from In the jurisdictions event that the individual document of title/separate strata title to the Property has not been issued by the relevant authorities, the Customer(s) shall execute and/or shall cause the Purchaser(s) to execute the Deed of Assignment in which Uniform Commercial Code financing statements are the form and substance acceptable to the Bank 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, 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 observe and be bound by all whatsoever conditions, covenants and stipulations imposed therein on and to be filed reflecting no other financing statements or filings which evidence Liens of other Persons performed by the Purchaser(s) expressed and contained in the Collateral which are prior to Principal Sale and Purchase Agreement/Sale and Purchase Agreement, as 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 Collateral Agent has received a termination statement;case may be, (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), at the Purchaser(s) and/or Customer(s)’ cost and expense immediately, take a Control Agreement transfer of the Property and execute the Charge in the Bank's standard form or such variation thereof as the Bank may require to secure the payment of the 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 respect to each deposit account maintained the preparation, execution and registration of the Charge shall be borne and paid by the BorrowerCustomer(s), (c) the Power of Attorney; In addition to the Deed of Assignment/Charge, duly executed the Customer(s) shall, execute and deliver and/or shall cause the Purchaser(s) to execute and the 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 the BorrowerBank for the time being as the attorney of the Customer(s) and/or the Purchaser(s) upon the terms and subject to the conditions stipulated in the Power of Attorney; and/or (d) the Guarantee; Where required by the Bank, the Collateral Agent Customer(s) shall procure or cause the Guarantor(s) to enter into and deliver to the applicable depositary bank; (iii) a Control Agreement Bank the Guarantee guaranteeing the Bank with respect the payment of the Bank's Selling Price due and owing to each securities account maintained the Bank by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorCustomer(s).

Security Documents. Subject (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 Company pursuant to the receipt 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 Governmental Authorizations necessary for Company and the Borrower to provide a security interest in Subsidiary Guarantors under this Indenture, the Regulated AssetsNotes, all filings the Subsidiary Guarantees and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the 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 Agreement Indenture. The Company shall, and shall cause each Notes Party to, and each 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 required by the Security Documents to maintain (at the sole cost and expense of the Company) 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 prior or perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens. (b) Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Material Real Property) on or prior to the Issue Date and, with respect to any Collateral (other than Material Real Property), for which security interests have not been granted or perfected on or prior to the Issue Date, cause the taking of additional actions required to grant or perfect the security interest in the Collateral Agent has received (other than Material Real Property) required to be pledged under this Indenture and the Security Documents within 180 days following the Issue Date (or such later date as agreed by the Notes Collateral Agent). With respect to Material Real Property, the Company shall deliver within 180 days following the Issue Date (or such later date as agreed by the Notes Collateral Agent), but only to the extent such deliverables are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a termination statement; policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the 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) a Control Agreement with respect an as-is survey of the property subject to each deposit account maintained by any such mortgage certified to the BorrowerCompany, duly executed by the Borrower, the Notes Collateral Agent and the applicable depositary bank; title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as 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 and this Indenture, and (v) if required by applicable law, if any portion of any 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 Control Agreement special flood hazard area with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent which flood insurance has been made available under the Security Documents; and National Flood Insurance Act of 1968 (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons now or hereafter in the Collateraleffect or successor act thereto), except for any such Liens which are expressly permitted by this Agreement maintain, or cause to be priormaintained, 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. Subject (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 Company pursuant to the receipt 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 Governmental Authorizations necessary for Company and the Borrower to provide a security interest in Subsidiary Guarantors under this Indenture, the Regulated AssetsNotes, all filings the Subsidiary Guarantees and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the 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 Agreement Indenture. The Company shall, and shall cause each Notes Party to, and each 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 required by the Security Documents to maintain (at the sole cost and expense of the Company) 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. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Material Real Property) on or prior or to the Issue Date and, with respect to any Collateral (b) other than Material Real Property), for which security interests have not been granted or perfected on or prior to the Issue Date, 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 Date (or such later date as agreed by the Applicable Possessory Collateral Agent has received (as defined in the Security Agreement)). With respect to Material Real Property, the Company shall deliver within 90 days following the Issue Date (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 are provided to the holders of the other First-Priority Obligations in connection with their mortgage on such property: (i) a termination statement; policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the 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) a Control Agreement with respect an as-is survey of the property subject to each deposit account maintained by any such mortgage certified to the BorrowerCompany, duly executed by the Borrower, the Notes Collateral Agent and the applicable depositary bank; title company (including all improvements, easements and other customary matters thereon), meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys as such requirements are in effect on the date of preparation of such survey, (iii) customary opinions of counsel addressing such matters as 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 and this Indenture, and (v) if required by applicable law, if any portion of any 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 Control Agreement special flood hazard area with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent which flood insurance has been made available under the Security Documents; and National Flood Insurance Act of 1968 (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons now or hereafter in the Collateraleffect or successor act thereto), except for any such Liens which are expressly permitted by this Agreement maintain, or cause to be priormaintained, 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. Subject The Administrative Agent shall have received (i) a reaffirmation agreement, executed and delivered by an authorized officer of the Company and each other Loan Party that is party to the receipt of 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 substance reasonably satisfactory to the Governmental Authorizations necessary for Administrative Agent, executed and delivered by each Subsidiary Guarantor that is not a party to the Borrower Existing Credit Agreement and pursuant to provide which each such new Subsidiary Guarantor becomes a security interest “Securing Party” under the Security Agreement, (iii) certificates, if any, representing the Pledged Equity (as defined in the Regulated Assets, all filings Security Agreement) (other than the Capital Stock described in Section 6.12(c)) accompanied by undated stock powers executed in blank and recordings necessary, instruments evidencing the Pledged Debt (as defined in the opinion Security Agreement) indorsed in blank, and (iv) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madefiled, including a mortgage registered or deed recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of trust made by the Borrower and securing the Obligations against the real property owned or leased by the BorrowerLoan Parties). In addition, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are results of recent lien searches 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement each relevant jurisdiction with respect to each deposit account maintained 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 the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Section 7.02 or Liens to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may be discharged pursuant to documentation or arrangements reasonably request to create and perfect the Liens granted satisfactory to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject to (a) On the receipt of Initial Borrowing Date the Governmental Authorizations necessary for the Borrower to provide Company and each domestic Material Subsidiary shall have duly authorized, executed and delivered a security interest Pledge Agreement in the Regulated Assetsform of Exhibit F-1 and the U.K. Holding Company shall have duly authorized, all filings executed and recordings necessary, delivered a Pledge Agreement in the opinion form of Exhibit F-2 (collectively, as modified, amended or supplemented from time to time in accordance with the Administrative Agentterms thereof and hereof, to perfect the Liens contemplated to be granted "Pledge Agreement") and shall have delivered to the Collateral Agent under Agent, as pledgee thereunder, all of the Security Documents shall have been madePledged Securities referred to therein, including a mortgage endorsed in blank in the case of promissory notes or deed accompanied by executed and undated stock powers in the case of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrowercapital stock, and the Administrative Agent Pledge Agreement shall have received evidence satisfactory to it that the Security Documents are be in full force and effect. The . (b) On the Initial Borrowing Date, the Company and each domestic Material Subsidiary shall 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 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 (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the Collateral Agent shall have received:extent evidencing Permitted Liens); (iC) Uniform Commercial Code search certificates from the 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 Collateral which are prior to the Liens granted delivery to the Collateral Agent of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the Security Documentsreasonable opinion of the Collateral Agent, except for any such prior Liens (a) which are expressly permitted by this Agreement desirable, to perfect the security interests purported to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained created by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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 DocumentsAgreement; and (vD) such evidence that all other evidence as actions necessary or, in the reasonable opinion of the Collateral Agent may reasonably request Agent, desirable, to establish that perfect the Liens granted security interests purported to the Collateral Agent under be created by the Security Documents are perfected Agreement have been taken; and prior to the Liens Security Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, (i) the Company and each of the domestic Material Subsidiaries, if any, other Persons than the Receivables Subsidiary, shall have duly authorized, executed and delivered a Guaranty in the Collateralform of Exhibit H (as modified, except for any such Liens which are expressly permitted by this amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Guaranty"), and (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 Indemnity, Subrogation and Contribution Agreement in the form of Exhibit L (as modified, amended or supplemented from time to be priortime in accordance with the terms thereof and hereof, the "Indemnity, Subrogation and Contribution Agreement").

Security Documents. Subject (i) On or before the Safeline Closing Date, there shall have been duly authorized, executed and delivered, in form and substance satisfactory to the receipt 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 Governmental Authorizations necessary for the Borrower to provide capital stock of UK Borrower, and (ii) by UK Borrower, a security interest in the Regulated Assets, all filings and recordings necessarySecurities Pledge Agreement, in form and substance satisfactory to the opinion Agents, to 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, as pledgee thereunder, all of the pledged securities referred to perfect in any such Securities Pledge Agreement, accompanied by executed and undated stock powers in the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage case of certificated capital stock (or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrowerotherwise pledged in accordance with applicable law), and the Administrative Agent such Securities Pledge Agreements shall have received evidence satisfactory to it that the Security Documents are be in full force and effect. The Administrative Agent . (ii) On or before the Safeline Closing Date, UK Borrower shall or shall cause to be delivered each of the following documents and instruments: (1)executed copies of Financing Statements (Form UCC-1) (and foreign equivalents thereof) in appropriate form for filing under the UCC and any other applicable foreign, domestic or local law, rules or regulation in each jurisdiction as may be necessary or appropriate to perfect the security interests purported to be created by the Security Documents to be delivered on the Safeline Closing Date; and (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 that are filed in those jurisdictions in which any of the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from is located and the jurisdictions in which Uniform Commercial Code financing statements are any such Safeline Loan Party, Safeline Limited or any such Subsidiary's principal place of business is located, none of which encumber the Collateral covered or intended or purported to be 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 covered by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to be delivered on the Liens of Safeline Closing Date other Persons in the Collateral, except for any such Liens which are expressly than those encumbrances permitted by this Agreement to be priorsuch Security Documents.

Security Documents. Subject 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) 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 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 shall 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 Governmental Authorizations necessary 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 provide a security interest in the Regulated Assetshave consented to, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated approved or accepted or to be granted satisfied with, each document or other matter required thereunder to the Collateral Agent under the Security Documents shall have been made, including be consented to or approved by or acceptable or satisfactory to 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 Lender unless the Administrative Agent shall have received evidence satisfactory notice from such Lender prior to it 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 behalf of any Secured Parties, the 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 any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are in full force satisfied, the successor Agent shall thereupon succeed to and effectbecome 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, none of the Lenders or other Persons so identified shall have or be deemed to 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 extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any 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 (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent and the Collateral 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 received: (i) Uniform Commercial Code search certificates from the 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 Collateral which are prior to the Liens granted to the Collateral Agent in the Security Documents, except for made any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by demand on the Borrower) shall be entitled and empowered, duly executed by the Borrower, the Collateral Agent and the applicable depositary bankintervention in such proceeding or otherwise; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of Each Lender hereby further authorizes the Administrative Agent, on behalf of and for the benefit of the Lenders, to perfect the Liens contemplated enter into each Security Document as secured party, and each Lender agrees to be granted bound by the terms of each Security Document; provided that the 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 the Lenders, the Administrative Agent may execute any documents or instruments necessary to (a) 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, the 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 shall have been made, including a mortgage or deed of trust made may be exercised solely by the Borrower Administrative Agent for the benefit of the Lenders in accordance with the terms thereof, and securing (2) in the Obligations against the real property owned or leased event of a foreclosure by the BorrowerAdministrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent Agent, as agent for and representative of the Lenders (but not any Lender or the Lenders in its or their respective individual capacities unless Requisite Lenders shall have received evidence satisfactory otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to it that use and apply any of the Security Documents are in full force and effect. The Obligations as a credit on account of the purchase price for any collateral payable by 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 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 at such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorsale.

Security Documents. Subject to the receipt Upon delivery of the Governmental Authorizations necessary for the Borrower to provide a security interest in to the Regulated AssetsAgent or any other lender which is a party to the Credit Agreement, all filings and recordings necessary, in the opinion Company will concurrently enter into a substantially similar Security Document for the benefit of the Administrative Agent, to perfect holders of the Liens contemplated to be granted to the Collateral Agent under 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 BorrowerNotes, and within three Business Days thereafter will deliver to each of the Administrative Agent shall have received evidence satisfactory to it that holders of the Security Documents are in full force and effect. The Administrative Agent and Notes the Collateral Agent shall have receivedfollowing items: (i) Uniform Commercial Code search certificates from the 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 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 an executed counterpart of such Security Document or joinder agreement in respect of an existing Security Document, as appropriate; (b) for which to the Collateral Agent has received extent a termination statementsimilar certificate is delivered pursuant to the Credit Agreement, a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Security Document, as applicable; (iic) a Control Agreement to the extent documents or evidence are delivered pursuant to the Credit Agreement, such documents and evidence with respect to each deposit account maintained the Company as any holder of the Notes may reasonably request in order to establish the authorization of the transactions contemplated by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary banksuch Security Document; (iiid) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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 extent an opinion is delivered pursuant to the terms of the Credit Agreement, an opinion of counsel satisfactory to the Required Holders to the effect that such Security DocumentsDocument has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Company enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and that the security interest granted therein is effective and has been perfected; and (ve) an executed counterpart of an intercreditor agreement or amendment in respect of the Intercreditor Agreement, as necessary, among the holders of the Notes and each such other evidence Person to which the Company is then delivering a Security Document giving rise the requirements of this Section 9.10, which agreement or amendment, as the Collateral Agent case may reasonably request to establish be, shall provide that the Liens granted to proceeds from the Collateral Agent under the Security Documents are perfected and prior to the Liens enforcement of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to Security Document shall be priorshared on an equal and ratable basis with the holders of the Notes.”

Security Documents. Subject In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Company and the Guarantors to the receipt 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 Governmental Authorizations 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 Trustee, on behalf of the Holders (subject only to the provisions of the Intercreditor Agreement), than the Security Documents (both individually and taken together as 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, as the same may be amended from time to time pursuant to the terms of the Security Documents 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 Company 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 to be done all such acts and things as may be necessary for or proper, or as may be required by the Borrower provisions of the Security Documents, to provide a assure and confirm to the Trustee and the Second Priority Collateral Agent the security interest in the Regulated AssetsCollateral contemplated by this Indenture, all filings the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and recordings necessary, in the opinion benefit of this Indenture and of the Administrative 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, to perfect the Liens contemplated to be granted Second Priority Representative or the Trustee (to the Collateral Agent extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents shall have been madeto create and maintain, including a mortgage or deed as security for the obligations of trust made by the Borrower and securing Company under this Indenture, the Obligations against the real property owned or leased by the Borrower, Notes and the Administrative Guarantees, a valid and enforceable perfected Lien on and security interest in all of the Collateral, in favor of the Second Priority Collateral Agent shall have received evidence satisfactory to it for the benefit of the Second Priority Senior Secured Parties. The Trustee and the Noteholders acknowledge that the Security Documents are may be amended, modified or waived without the consent of the Trustee or the Noteholders, as more fully described in full force 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 effectbenefits of the Trustee, on behalf of the Holders, in a different manner than holders of the other Second Priority Senior Secured Indebtedness. The Administrative Agent and Trustee shall, upon receipt of an Officers' Certificate designating any amendment, restatement, refinancing, successor or replacement agreement to the Collateral Agent shall have received: Credit Facilities as a Credit Facility pursuant to the definition of Credit Facilities, (i) Uniform Commercial Code search certificates from acknowledge in writing to the jurisdictions in which Uniform Commercial Code financing statements are to Company that, as may be filed reflecting no other financing statements or filings which evidence Liens of other Persons requested in the Collateral which are prior Officers' Certificate, the Security Documents (including the applicable Security Agreements and mortgages) shall be applicable to the Liens granted 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, 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 Security Documents, except an equal and ratable Lien under the Second Priority Security Agreement, to the same extent as Liens under the Second Priority Security Agreement granted on the Issue Date, upon such asset or property as security for the Notes and the Guarantees and take all such actions (including the filing and recording of financing statements, mortgages and other documents) that may be required under any such prior Liens (a) which are expressly permitted by this Agreement to be prior applicable law, or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Second Priority Collateral Agent may reasonably request request, to create 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 perfect expenses of counsel incurred by the Liens granted to the Second Priority Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorconnection therewith.

Security Documents. Subject The due and punctual payment of the principal, premium, if any, and Additional Amounts, if any, of, and interest on, the Senior Notes when and as the same shall be due and payable, whether on a Senior Note Interest Payment Date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal and premium, if any, of and interest (to the receipt extent permitted by law), if any, on the Senior Notes and performance of all other Obligations under this Indenture and the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 BorrowerSenior Notes, and the Administrative Agent payment and performance of the Obligations of the Guarantors under the Guarantee of the Senior Notes 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 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 secured as provided in the Security Documents. (1) in the case of Patents used or useful in the US Core Businesses, except the 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 subsequent licensing of that Patent by the IPR Co), as the case may be, and such prior Liens (a) which are expressly permitted by this Agreement consent or agreement has not been obtained on or before the Issue Date, the Issuer and the UK IP Opco or the US IP Opco, as the case may be, will use their respective reasonable best efforts to obtain such consent or agreement as soon as possible. The Issuer shall, and shall cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the 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 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 actions required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors under this Indenture, the 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, in favor of the Security Trustee and superior to and prior to the rights of all third Persons not a party to the Security Trust and Intercreditor Deed (except as expressly provided herein, therein or in the Security Documents), and subject to no other Liens other than Permitted Liens. The Issuer shall, and shall cause each of its applicable Subsidiaries to, comply with all covenants and agreements contained in the Security Documents and the Security Trust and Intercreditor Deed. Each Holder of a Senior Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Security Trust and Intercreditor Deed (bincluding, 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) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement Trustee, who shall in turn be authorized to instruct the Security Trustee, with respect to each deposit account maintained by of the Borrower, duly executed by the Borrower, the Collateral Agent Security Documents to which it is a party and the applicable depositary bank; Security Trust and Intercreditor Deed, and (iii2) a Control Agreement the Trustee, with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request Trust and Intercreditor Deed, to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected perform their respective obligations and prior to the Liens of other Persons exercise their respective rights thereunder in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prioraccordance therewith.

Security Documents. Subject (A) In order to secure the Secured Obligations, (i) the Pledgor, on the Issue Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Trustee a Lien, subject only to Permitted Liens, on the Collateral and (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 Collateral, except as otherwise permitted by the terms of this Indenture. (B) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the receipt terms of the Governmental Authorizations necessary 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 Trustee to enter into the Pledge Agreement, and to have authorized and empowered the Collateral Trustee 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 contrary set forth in this Indenture or in any other Collateral Document, neither the Trustee nor the Collateral Agent shall be responsible for the Borrower existence, genuineness or value of any of the Collateral, or for the creation, validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to provide a act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Grantors to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the 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 in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent or the Collateral Trustee pursuant to the this Indenture or the Pledge Agreement or the other Collateral Documents or (ii) enable the Collateral Trustee to exercise and enforce its rights under this Indenture or the Security Pledge Agreement or the other Collateral Documents with respect to such pledge and security interest. In addition, the Trustee shall have been made, including a mortgage no responsibility 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: liability (i) Uniform Commercial Code search certificates from in connection with the jurisdictions acts or omissions of the Company in which Uniform Commercial Code financing statements are respect of the foregoing or (ii) for or with respect to be filed reflecting no other financing statements or filings which evidence Liens the legality, validity and enforceability of other Persons any security interest created in the Collateral which are prior or the perfection and priority of such security interest. (E) Within 60 days of the Issue Date (or such later date agreed to by the Liens granted Collateral Trustee in its sole discretion), the Company will cause the Mortgagor to deliver 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 Trustee under the Collateral Agent has received a termination statement; (ii) a Control Trustee Agreement with respect to each deposit account maintained by Mortgages encumbering the Borrower, duly executed by the Borrower, the Collateral Agent Mortgaged Property and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted deliver to the Collateral Agent under Trustee an Opinion of Counsel of K▇▇▇ ▇▇▇▇▇▇ LLP, dated on or before the Security Documents; and (v) such other evidence as date of the Collateral Agent may Mortgages, and covering matters customary in similar transactions, in a form and substance reasonably request to establish that the Liens granted satisfactory to the Collateral Agent Trustee under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorCollateral Trust Agreement.

Security Documents. Subject Each Lender hereby further authorizes Administrative Agent to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under enter into the Security Documents shall have been madeas secured party, including a mortgage or deed and to accept the Subsidiary Guaranty, in each case on behalf of trust made and for the benefit of Lenders and agrees to be bound by the Borrower and securing terms of the Obligations against the real property owned or leased by the Borrower, Security Documents and the Subsidiary Guaranty; PROVIDED that Administrative Agent shall have received evidence satisfactory not enter into or consent to it that any amendment, modification, termination or waiver of any provision contained in the Security Documents are or the Subsidiary Guaranty without the prior consent of Requisite Lenders (or such greater number of Lenders as might be required under Section 10.6); PROVIDED FURTHER, that anything in full force and effect. The Administrative Agent and this Agreement or the Collateral Agent shall have receivedother Loan Documents to the contrary notwithstanding: (i) Uniform Commercial Code search certificates Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from the jurisdictions 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 Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence and Liens of other Persons in upon the Collateral which are prior granted pursuant 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 Collateral Agent has received a termination statement;. (ii) a Control Agreement with respect The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Collateral Agent 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 sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; and (vc) such other evidence as constituting property in which any Obligor owned no interest at the Collateral Agent may reasonably request time the Lien was granted or at any time thereafter; (d) constituting property leased to establish that the Liens granted to the Collateral Agent any Credit Party under the Security Documents are perfected and prior to the Liens of other Persons a lease which has expired or been terminated in the Collateral, except for any such Liens which are expressly a transaction permitted by under this Agreement or is about to be priorexpire 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 to 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.

Security Documents. Subject (a) The Borrower shall 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 the Borrower 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) the Borrower shall ensure that all after-acquired Property of the Borrower other than such Property not intended to be covered by such Security Documents shall become subject to the receipt Lien of the Governmental Authorizations Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) the 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 benefit of the Secured Parties. (b) The Borrower shall take all actions necessary to provide cause each Additional Project Document intended to be covered by a security interest 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. The Borrower shall, in the Regulated Assetscase of any Additional Material Project Document, all filings cause each party to such Additional Material Project Document to execute and recordings necessarydeliver 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. The Borrower shall, in the case of any Additional Project Document involving an amount of less than twenty million Dollars ($20,000,000), 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 Additional Project Document. (c) At such time as the Administrative Agent may reasonably determine, the Administrative Agent shall be entitled to obtain, at the Borrower’s cost and expense, an opinion or opinions of legal counsel either stating that, in the opinion of the Administrative Agentsuch counsel, such action has been taken with respect to perfect the Liens contemplated to be granted to the Collateral Agent under (i) amending or supplementing the Security Documents shall have been made(or providing additional Security Documents, notifications or acknowledgments) as is necessary to subject all the Collateral (including a mortgage or deed any after-acquired Property of trust made by the Borrower and securing intended to be covered by a Security Document) to the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that Lien of 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by (A) the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under recordation of the Security Documents (including, without limitation, any amendment or supplement thereto) and any other requisite documents and (B) the execution and filing of any financing statements and continuation statements as are perfected and prior necessary to maintain the Liens purported to be created by the Security Documents and reciting the details of other Persons such action or stating that, in the Collateralopinion of such counsel, except for no such action is necessary to maintain such Liens. Such opinion or opinions of counsel shall also describe the recordation of the Security Documents and any other requisite documents and the execution and filing of any financing statements and continuation statements, or the taking of any other action that will, in the opinion of such counsel, be required to maintain the Liens which are expressly permitted by this Agreement purported to be priorcreated by the Security Documents after the date of such opinion.

Security Documents. Subject to the receipt A copy of each of the Governmental Authorizations necessary for following security documents (the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Pre-Closing Transaction Security Documents shall have been made, including a mortgage or deed of trust made Documents) executed by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, Parent 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 receivedCompany, together with customary deliverables: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are a Cayman law governed first ranking share mortgage to be filed reflecting no other financing statements or filings which evidence Liens entered into by the Parent and the Security Agent in relation to the creation of other Persons security over all the shares in the Collateral which are prior Company and the completion of any perfection or other requirements in respect 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 Collateral Agent has received a termination statementsecurity; (ii) a Control Agreement with Cayman or English law governed first ranking assignment agreement to be entered into by the Parent and the 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 in respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary banksuch security; (iii) a Control Agreement with respect Cayman or English law governed first ranking all asset security to each securities account maintained be entered into by the Borrower, duly executed Company and the Security Agent in relation to the creation of security over all of the assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Borrower, the Collateral Agent and the applicable securities intermediary;Company to its subsidiaries). (iv) such other 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 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 sign or deliver any documents, instruments notices, instruments, deliverables or take any steps prior to Closing Date (as a condition precedent or otherwise), and agreements as any perfection or other requirements involving the Collateral General Partner or the Partnership shall be a condition subsequent to be completed after the Closing Date; (v) a signed and undated US law governed first ranking share mortgage to be entered into by the Company and the Security Agent may reasonably request to create and perfect the Liens granted in relation to the Collateral Agent under creation of security over all the Security Documentsshares in Chindex US provided that Chindex US shall not be required to sign or deliver any 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 (vvi) such other evidence as a signed and undated Cayman law governed first ranking share mortgage to be entered into by the Collateral Company and the Security Agent may reasonably request to establish that the Liens granted in relation to the Collateral Agent under creation of security over all the Security Documents are perfected and 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 the Liens of Closing Date (as a condition precedent or otherwise), and any perfection or other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement requirements involving HHH Inc. shall be a condition subsequent to be priorcompleted after the Closing Date.

Security Documents. Subject The Borrower shall execute and deliver the following security documents, as applicable (collectively, the “Security”): (a) a demand debenture granting a first ranking Lien, subject to the receipt Permitted Liens, security interest and floating charge over all of the Governmental Authorizations necessary assets and property of the Borrower, subject to such exclusions as may be provided for the Borrower therein, to provide a security interest be registered in the Regulated Assetspersonal property registries in all appropriate jurisdictions and, all filings at the request of the Required Lenders made at a time when an Event of Default has occurred and recordings necessaryis continuing or any event, circumstance, occurrence or change which has had or is reasonably expect to have a Material Adverse Effect, in the opinion of the Administrative Agent, such land title offices or other real property registries as may be necessary to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including constitute a mortgage or deed of trust made by the Borrower and securing the Obligations against fixed charge over the real property owned or leased by interests subject thereto; (b) a deed of hypothec granting a first ranking Lien, subject to Permitted Liens, over all of the assets and property of the Borrower, subject to such exclusions as may be provided for therein, to be registered in the Register of Personal and Movable Real Rights (Quebec) and, at the request of the Required Lenders made at a time when an Event of Default has occurred and is continuing or any event, circumstance, occurrence or change which has had or is reasonably expect to have a Material Adverse Effect, in such land registry offices or other real property registries as may be necessary to constitute a first ranking Lien, subject to Permitted Liens, over the real property interests subject thereto; (c) a debenture pledge agreement between the Borrower and the Administrative Agent shall have received evidence satisfactory in respect of the demand debenture of the Borrower referred 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 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 paragraph (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statementabove; (iid) a Control Agreement with respect to each deposit account maintained if requested by the BorrowerAdministrative Agent in accordance with Section 12.7, duly executed by the Borrower, the Collateral Agent such other documents and the applicable depositary bank;instruments providing a fixed charge in accordance with Section 12.7; and (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (ive) such further security agreements, deeds or other documentsinstruments of assignment, instruments and agreements transfer, mortgage, pledge or charge as the Collateral Agent Lenders may reasonably request to create effectively secure the undertaking, property and perfect assets of the Liens granted to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons Borrower in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priormanner contemplated in paragraphs (a) through (c) above.

Security Documents. Subject (a) The New Notes, upon issuance and the execution and delivery of the Second A&R Accession Agreement (as defined below), will be Senior Debt for purposes of the A&R CSAA and the Security Documents. The Trustee shall be the Senior Creditor Group Representative for the New Notes. The Holders shall be Senior Noteholders. (b) Upon the execution and delivery of the Second Amended and Restated Senior Creditor Group Representative Accession Agreement (which document shall be substantially in the form attached as Schedule D-1 to the receipt A&R CSAA and shall amend and restate the Accession Agreement that was delivered in connection with the Existing Notes (the “Second A&R Accession Agreement”)), each Holder of the Governmental Authorizations necessary for New Notes, by its acceptance of the Borrower New Notes instructs and directs the Trustee to provide execute and deliver the Second A&R Accession Agreement, to which the Trustee and the Collateral Agent will be a security interest party on the date hereof, the Notes will constitute Additional Senior Debt (as used in the Regulated Assets, Second A&R Accession Agreement) and Senior Debt Obligations that is pari passu with all filings other Senior Debt Obligations and recordings necessary, in will be secured by the opinion Collateral equally and ratably with all the other Senior Debt Obligations. (c) Each Holder of the Administrative AgentNew Notes (i) appoints the Trustee as Senior Creditor Group Representative of the Holders hereunder for purposes of the Second A&R Accession Agreement and each Finance Document to which the Trustee is party on behalf of the Holders, (ii) confirms that the Trustee, as Senior Creditor Group Representative is entitled to perfect the Liens contemplated to be granted vote and give instructions to the Collateral Agent under on behalf of the Security Documents shall have been made, including a mortgage or deed of trust made by the Borrower Holders 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 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 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 depositary bank; (iii) authorizes the Trustee, as Senior Creditor Group Representative to make the agreements set forth in the Second A&R Accession Agreement on behalf of such Holder. (d) The Trustee is hereby authorized and directed by each Holder of the New Notes to exercise all the rights and perform all the obligations of a Control Agreement with respect Senior Creditor Group Representative set out in the applicable Finance Documents, including, without limitation, making, on behalf of the Holders, any amendments or modifications as described in Section 9.03 of the Base Indenture and the agreements expressed to each securities account maintained be made by Senior Creditors under the Borrower, duly executed by Finance Documents. In the Borrowerexecution of and performance under the Second A&R Accession Agreement, the Collateral Agent Trustee shall enjoy the rights, benefits, protections, immunities and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens indemnities granted to the Collateral Agent it under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorIndenture.

Security Documents. Subject to On the receipt of the Governmental Authorizations necessary for Initial Borrowing Date, the Borrower to provide a security interest and its Domestic Subsidiaries shall have duly authorized, executed and delivered the following: (i) the Security Agreement in the Regulated Assetsform of Exhibit H the “Security Agreement”) covering all of such Persons’ present and future Security Agreement Collateral, all filings and recordings necessarytogether with: (A) proper financing statements (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 or, in the reasonable opinion of the Administrative Agent, desirable, to perfect the Liens contemplated security interests purported to be granted created by the Security Agreement to the extent such 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 in clause (i) above and in such other jurisdictions in which Collateral Agent under is located on the Security Documents shall have been made, including a mortgage Initial Borrowing Date or deed of trust made as otherwise deemed appropriate by the Administrative Agent, together with copies of such other financing statements that name the Borrower and securing or any of its Subsidiaries as debtor (none of which shall cover any of the Obligations against Collateral except (x) to the real property owned extent evidencing Permitted Liens or leased by (y) those in respect of which the Borrower, and the Administrative Collateral Agent shall have received evidence 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 it 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 Documents are 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 Security Agreement shall be 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 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 Collateral Agent has received a termination statement;; and (ii) a Control Agreement with respect to each deposit account maintained by the BorrowerSenior Creditor Intercreditor Agreement, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorall parties thereto.

Security Documents. (a) Subject to the receipt Intercreditor Agreements, the payment of the Governmental Authorizations 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 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 Issuer and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents by the Issuer and the Guarantors that are Domestic Subsidiaries, which the 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 Indenture and the Security Documents. Subject to the Intercreditor Agreements, the Issuer shall, and the Company and the Issuer shall, cause each Guarantor that is a Domestic Subsidiary 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 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, 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 Borrower Issue Date and on the date hereof, use commercially reasonable efforts to provide a cause the taking of additional actions required to grant or perfect the security interest in the Regulated Assets, all filings Collateral required to be pledged under this Indenture and recordings necessarythe Security Documents within 90 days following the Issue Date 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 opinion case of the Administrative Non-ABL Priority Collateral, or the ABL Facility Agent, to perfect in the Liens contemplated to be granted case of the ABL Priority Collateral). Subject to the Collateral Agent under terms of the Security Documents Intercreditor Agreements, with respect to Mortgaged Properties, the Issuer and the Guarantors that are Domestic Subsidiaries shall have been made, including a mortgage use commercially reasonable efforts to deliver within 120 days following the Issue Date and the date hereof (or deed of trust made such later date as may be agreed by the Borrower and securing 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 First-Priority Obligations against or the real property owned or leased by ABL Obligations in connection with their mortgages on such property, as 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: case may be: (i) Uniform Commercial Code search certificates from a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no Issuer and the 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 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 Documentsexcept Permitted Liens, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect an as-is survey of the property subject to each deposit account maintained by any such Mortgage certified to the BorrowerCompany, duly executed by the BorrowerIssuer, the Collateral Agent and the applicable depositary bank; title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys 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) a Control Agreement with respect customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent holders of First-Priority Obligations and the applicable securities intermediary; ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request evidence of insurance required to create and perfect the Liens granted be maintained pursuant to the Collateral Agent under the Security Documents; and Mortgages and this Indenture, and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted if required by applicable law, flood hazard determination certificates and, if required, notices to the Collateral Agent under the Security Documents are perfected and prior to the Liens record owner of other Persons any improvements in the Collaterala special flood hazard area, except for any such Liens which are expressly permitted by this Agreement to be priortogether with evidence of acceptable flood insurance coverage.

Security Documents. Subject (a) Each Security Agreement is effective to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest create in the Regulated Assets, all filings and recordings necessary, in the opinion favor of the Administrative Agent, to perfect for the benefit of the Lenders, a legal, valid and enforceable security interest in all right, title and interest of the 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 Agreement shall, except as set forth therein and except for Liens contemplated under SECTION 6.3(a), (c), (e) or (g), constitute a fully perfected first Lien on, and security interest in, all right, title and interest of such Loan Party in the Collateral in which a Lien can be perfected by filing a financing statement. (b) 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 Pledge Agreement is effective to be granted create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Stock and the proceeds thereof and, when stock certificates representing such Pledged Stock have been delivered to the Collateral Agent under the Security Documents Administrative Agent, such Pledge Agreement shall have been madeconstitute a fully perfected first Lien on, including a mortgage or deed and security interest in, all right, title and interest of trust made by the Borrower or such other Loan Party which is a party thereto in the pledged securities and securing the Obligations against proceeds thereof described therein subject to continuous possession of the real property owned or leased pledged securities by the Borrower, and the Administrative Agent shall have received evidence satisfactory or its representative. Each Custody Agreement is effective to it that transfer custody of the Security Documents are 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 full force equity or at law), each Mortgage is effective to grant to the Administrative Agent, for the benefit of the Lenders, a legal, valid and effectenforceable mortgage lien on all right, title and interest of the applicable Loan Party in the mortgaged property described therein. The Administrative Agent 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 Collateral Agent mortgage recording fees and taxes in respect thereof are paid, such Mortgage shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code constitute a fully perfected Lien, on, and security interest in, such mortgaged property and when a financing statements are to be statement has been filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to governmental office for the Liens granted to the Collateral Agent state and county named in the Security Documentsschedule to such Mortgage, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received Mortgage shall also create a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Borrowerlegal, duly executed by the Borrowervalid, the Collateral Agent enforceable and perfected security interest in, all right, title and interest of the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by Loan Party in all real and personal property which is the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) subject of 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorMortgage.

Security Documents. Subject The Loans and all amounts outstanding from time to time under the receipt Loan Documents shall be secured 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 the Governmental Authorizations necessary for Borrower and the Borrower to provide a Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Regulated Assetsforegoing shall be created by and shall be subject to the provisions of the Security Agreement 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 filings 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 recordings necessary, all proceeds and products of such assets. Lender’s security interest in the opinion foregoing shall be created by and subject to the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Administrative Agent, text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to perfect a request for confidential treatment pursuant to Rule 24b-2 under the Liens contemplated to Securities Exchange Act. provisions of the Security Agreement and shall be granted subject to the Collateral Agent under provisions of the Security Documents 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 have been made, including a mortgage or deed be created by and shall be subject to the provisions of trust made by 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 and securing the Obligations against the real property owned Subsidiaries hereafter formed or leased acquired by the Borrower, and all proceeds and products thereof. Lender’s security interest in the Administrative Agent 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 Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by 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 Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. NSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the NSM Security Agreement and the NSM Pledge Agreement. NSM’s security interest in the foregoing shall have received evidence satisfactory to it that the Security Documents are priority over Lender’s security interest in full force such assets, 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons Lender’s security interest in the Collateral which are prior foregoing shall be subordinated to the Liens granted NSM Lien in such assets and membership interests, in each case to the Collateral Agent extent provided herein and 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 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 Intercreditor and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorSubordination Agreement.

Security Documents. Subject (a) If at any time the Borrower or any Subsidiary owns, acquires an ownership interest in or creates an entity which is or becomes a Subsidiary (the "Target Subsidiary"), the 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 receipt Pledge Agreement and Annex I to the Security Agreement and execution and delivery of such other Security Documents, that may be necessary or desirable to grant to the Administrative Agent, for the benefit of the Governmental Authorizations Banks, a first priority, perfected security interest and Lien in all of the assets of and all of the capital stock of such Target Subsidiary. If at any time the Borrower or any Subsidiary owns or acquires an interest in any assets not covered by the Security Documents then in effect, the Borrower shall, or shall cause such Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation any Security Documents, that may be necessary or desirable to grant to the Administrative Agent for the Borrower to provide benefit of the Banks, a first priority, perfected security interest in such assets. With respect to any fee interest in any real property acquired or ground lease in respect of any real property leased after the Regulated Assetsdate of this Agreement by the Borrower or any Subsidiary, all filings the Borrower shall, or shall cause its Subsidiary to, promptly execute and recordings necessarydeliver a first priority Mortgage or Leasehold Mortgage, as applicable, in the opinion favor of the Administrative Agent, to perfect for the Liens contemplated to be granted benefit of the Banks, covering such real property, and shall provide the Administrative Agent with the following documents (w) a mortgagee's title insurance policy covering such real property, (x) an ALTA survey thereof, together with a surveyor's certificate, (y) to the Collateral extent reasonably available to the Borrower, an environmental audit report covering such real property and (z) with respect to any real property subject to a ground lease, any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent under in connection therewith which the Security Documents shall have been made, including a mortgage or deed of trust made Borrower and its Subsidiaries are able to obtain using commercially reasonable efforts. With respect to any leasehold interest in real property acquired by the Borrower or any Subsidiary, such Borrower shall, or shall cause such Subsidiary to, promptly execute and securing deliver a Collateral Assignment of Lease with respect to such real property, together with any consents or estoppels reasonably deemed necessary or advisable by the Obligations against Administrative Agent in connection therewith which the Borrower and its Subsidiaries are able to obtain using commercially reasonable efforts. Notwithstanding the foregoing, (i) the Borrower shall not be required to, or be required to cause its Subsidiaries to, pledge the assets or capital stock of any Subsidiary if the Borrower and/or any of its Subsidiaries is subject to any effective and enforceable contractual obligation entered into in good faith in the ordinary course of business of the Borrower or such Subsidiary which prohibits the pledge of the assets or capital stock of such Subsidiary pursuant to the Pledge Agreement or the Security Agreement; provided that the Borrower 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 and (ii) the Borrower and its Subsidiaries shall not be obligated to pledge the assets or capital stock of a Subsidiary, provided that the aggregate value of the assets (other than Excluded Property) and the capital stock of the Subsidiaries (other than SPEs) that have not been pledged to the Administrative Agent for the benefit of the Banks shall not at any time exceed $500,000. Notwithstanding the foregoing, for so long as any SPE remains a single purpose entity engaged solely in a Mortgage Transaction, such SPE shall not be required to execute, deliver and perform any Security Documents. For purposes of this Section 5.13, however, at such time that any Subsidiary which qualified as an SPE on the date of this Agreement no longer is deemed to be an SPE or any Subsidiary becomes a Subsidiary Guarantor pursuant to Section 5.12 hereof, any fee interest in real property owned or leased held by the Borrowersuch Subsidiary shall be deemed to be acquired, and any ground lease or other lease in respect of real property leased to such Subsidiary shall be deemed to be entered into, at the time that such Subsidiary ceases to qualify as an SPE and/or becomes a Subsidiary Guarantor. (b) At the time that the Borrower or any Subsidiary or Affiliate thereof becomes a party to a Security Document, the Borrower shall deliver to the Administrative Agent shall have received evidence 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 it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have receivedAgent: (i) Uniform Commercial Code search certificates from the 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 Collateral which are prior (A) Counterpart signature page to the Liens granted Pledge Agreement, duly executed by the Borrower or such Subsidiary, (B) counterpart signature page to the Collateral Agent in Security Agreement, duly executed by the applicable Pledgor and/or (C) such other Security DocumentsDocument, except for any such prior Liens (a) which are expressly permitted duly executed by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statementparties thereto, as applicable; (ii) A certificate of the secretary or assistant secretary of such Pledgor, certifying that (A) (x) there have been no changes to its Articles of Incorporation and By-laws (or similar documents) of such Pledgor since the date of certification thereof to the Banks pursuant to this Agreement or (y) a Control Agreement with respect to each deposit account maintained correct and complete copy of its Articles of Incorporation (certified by the BorrowerSecretary of State of organization) and By-laws (or similar documents) of such Pledgor is attached to the certificate and (B) a correct and complete copy of the resolutions of its Board of Directors (or other governing body) and of the shareholders, duly executed by partners, members of other owners (if required) of such Pledgor, authorizing the Borrowerexecution, delivery and performance of each such Security Document, is attached to the Collateral Agent and the applicable depositary bankcertificate; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly An incumbency certificate executed by the Borrowersecretary or assistant secretary of each Pledgor, certifying the Collateral Agent and names of the applicable securities intermediaryofficers authorized to execute each such Security Document, together with a sample of the true signatures of such officers; (iv) such other documents, instruments A favorable opinion of counsel to each Pledgor in form and agreements as the Collateral Agent may substance reasonably request to create and perfect the Liens granted satisfactory to the Collateral Administrative Agent; provided that in connection with the execution and delivery of a Mortgage or Leasehold Mortgage by a Subsidiary, an opinion of counsel, licensed to practice in the state in which the real property subject to such Mortgage or Leasehold Mortgage is located, as to the proper form and enforceability of such Mortgage or Leasehold Mortgage will not be required, so long as (i) the value (at the greater of book value and fair market value) of such Subsidiary's assets located at such location is less than $3,000,000, (ii) the form of mortgage or leasehold mortgage executed and delivered by such Subsidiary is in substantially the same form as a mortgage or leasehold mortgage, as applicable, previously delivered by the Borrower or a Subsidiary in respect of real property located in such state for which an opinion of local counsel in form and substance reasonably acceptable to the Administrative Agent under was delivered to the Administrative Agent and the Banks, and (iii) the Borrower and such Subsidiary are not aware of any change in law which would adversely affect the enforceability of a mortgage or leasehold mortgage in such form or the rights of the Administrative Agent and the Banks thereunder. (v) Delivery of stock certificates, stock powers, irrevocable proxies, instructions or other instruments or documents required to be delivered pursuant to the applicable Security DocumentsDocument; and (vvi) such other evidence as UCC-1 Financing Statements in form acceptable to the Collateral Administrative Agent may reasonably request to establish appropriately completed and filed in all places that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons Administrative Agent, in the Collateralits sole judgment, except for any such Liens which are expressly permitted by this Agreement to be priordeems necessary or desirable.

Security Documents. Subject The Issuers shall have furnished to the receipt of Initial Purchaser the Governmental Authorizations necessary for Security Documents duly executed by the Borrower Issuers and Parent, in each case, to provide a security interest the extent party thereto, together with: (A) proper financing statements, each in the Regulated Assets, form to be filed on the Closing Date under the Uniform Commercial Code of all filings and recordings necessary, jurisdictions that may be necessary in the opinion of the Administrative Agent, order to perfect the Liens contemplated created by the Security Documents, covering the Collateral and naming the Secured Party as secured party, which financing statements shall be so filed on or about the Closing Date; (B) proper instruments to be filed in the U.S. Patent and Trademark Office that may be necessary 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 as of a recent date all effective financing statements filed in Iowa and Delaware that name either of the Issuers or Parent as debtor, together with copies of such financing statements; (D) copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance reasonably satisfactory to the Initial Purchaser evidencing the release of any Liens on any of the Collateral Agent under (other than Liens created by the Indenture 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 BorrowerPermitted Liens), and the Administrative Agent each such payoff letter, release and termination shall have received evidence satisfactory to it that the Security Documents are be in full force and effect. The Administrative Agent and the Collateral Agent shall have received:. (iE) Uniform Commercial Code search the original membership interest certificates from the 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 Collateral which are prior and stock certificates pledged to the Liens granted Secured Party pursuant 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 together with undated stock powers or (b) for which the Collateral Agent has received a termination statementendorsements duly executed in blank in connection therewith; (iiF) a Control Agreement with respect to each deposit account maintained mortgages and fixture filings in form and substance approved by the BorrowerInitial Purchaser, duly executed to be recorded on or about the Closing Date in all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the BorrowerSecurity Documents, covering the Collateral Agent Collateral, which mortgages and fixture filings shall be so recorded on or about the applicable depositary bankClosing Date; (iiiG) a Control Agreement with respect to each securities account maintained irrevocable commitment by one or more title insurance companies approved by the Borrower, duly executed Initial Purchaser in the Initial Purchaser’s reasonable discretion to issue one or more lender’s policies of title insurance insuring the liens created by the BorrowerSecurity Documents, subject only to those title matters and exceptions approved by the Collateral Agent Initial Purchaser, together with fully executed reinsurance agreements in form and substance reasonably approved by the applicable securities intermediaryInitial Purchaser, providing for reinsurance in the amounts required by the Initial Purchaser with title insurance companies approved by the Initial Purchaser in its reasonable discretion; (ivH) the title insurance policy set forth in subsection (G) above for the Facility that does not take exception for items that would be displayed by an A.L.T.A. survey, provided, however, if the Issuers are unable to satisfy the Closing requirement set forth in this Section 9(a)(xiv)(H), then such other documents, instruments and agreements as requirement shall be deemed waived on the Collateral Agent may reasonably request to create and perfect condition that Issuer shall comply with the Liens granted to the Collateral Agent under the Security Documentscovenant set forth in Section 5(i)(B); and (vI) such any other evidence as the Collateral Agent may reasonably request documents required to establish that the Liens granted be delivered to the Collateral Agent under Secured Party pursuant to the Security Documents are perfected and prior reasonable evidence that all other actions necessary to perfect and protect the Liens of other Persons in created by the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorSecurity Documents have been taken.

Security Documents. Subject In order to secure the due and punctual payment of the Notes Obligations, (i) EOC shall, upon the expiration of the Escrow Period, enter into the US Pledge Agreement, the Dutch Pledge Agreement and the UK Security Assignment and (ii) to the receipt extent the Company or any Domestic Subsidiary other than EOC owns any Specified Collateral Assets upon the expiration of the Governmental Authorizations necessary Escrow Period, the Company and each such Domestic Subsidiary shall, upon the expiration of the Escrow Period, enter 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, for the Borrower benefit of the Secured Parties, including Security Documents governed by the law of the jurisdiction of organization of any First-Tier Foreign Subsidiary whose Capital Stock constitutes part of such Specified Collateral Assets or the jurisdiction of organization of the obligor under any promissory notes or other Indebtedness that constitutes part of such Specified Collateral Assets, as applicable; provided, however, that the Company or such Domestic Subsidiary, as applicable, shall not be required to provide grant a security interest in the Regulated Assetsvoting Capital Stock of any First-Tier Foreign Subsidiary representing greater than 65% of the voting Capital Stock of such First-Tier Foreign Subsidiary. The Company shall, and shall cause every other Pledgor to, and each Pledgor shall, make all filings (including filings of continuation statements and recordings necessary, in amendments to UCC financing statements that may be necessary to continue the opinion effectiveness of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under such UCC financing statements) and take all other actions as are reasonably necessary or required by the Security Documents shall have been made, including a mortgage or deed to maintain (at the sole cost and expense of trust made the Pledgors) the security interest created 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 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 Collateral Agent has received as 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorfirst-priority security interest.

Security Documents. Subject (a) The payment of the principal of, and accrued and unpaid 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 Company pursuant to the receipt Notes or by a Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other obligations of the Governmental Authorizations Company and the Guarantors under the Note Documents and any Permitted Additional Pari Passu Obligations will be secured as provided in the Security Documents (subject to the terms of the Intercreditor Agreement) to be entered into by the Company, the Guarantors and the Collateral Agent (and, to the extent applicable, the Trustee and the representatives of the holders of Permitted Additional Pari Passu Obligations) as required or permitted by this Indenture. (b) The Company shall, and shall cause each Guarantor to, and each Guarantor shall execute the Security Agreement and each other Security Document necessary for to create a Lien in all the Borrower assets of the Company and each Guarantor securing the Senior Lien Obligations on the Issue Date (other than Excluded Property) and make all filings and take all other actions as are necessary or required by the Security Documents to provide a establish and maintain (at the sole cost and expense of the Company and the Guarantors) 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 Regulated AssetsSecurity Documents) as a perfected security interest. In the case of real property owned by the Company or a Guarantor on the Issue Date that is subject to a mortgage that secures the Senior Lien Obligations, the Company or such Guarantor, as applicable, shall also deliver the following within 120 days of closing (collectively, “Mortgage Deliverables”), but, if Senior Lien Obligations are in effect when mortgages were put in place to secure Senior Lien Obligations, only to the extent such deliverables were provided to the holders of the Senior Lien Obligations in connection with their mortgage on such property: (i) a fully paid policy or policies or marked-up unconditional binder having the same effect of lender’s title insurance, paid for by the Company and the Guarantors, in an amount equal to the amount of title insurance obtained pursuant to the Senior Lien Obligations, 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 the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than six months prior to the date of delivery thereof under such Senior Lien Obligations, (iii) a customary opinion of counsel addressing such matters as were addressed in the comparable opinion provided to the holders of Senior Lien 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. (c) If the Company or any Guarantor acquires any property that is required to be Collateral pursuant to this Indenture or the Security Documents, or any Restricted Subsidiary becomes a Guarantor that is required to pledge its assets as Collateral pursuant to this Indenture or the Security Documents, the Company or such Guarantor shall execute a joinder to an existing Security Document or enter into a new Security Document (in each case, to the extent necessary to cause such asset be so pledged), and take all steps necessary to validly perfect such Lien (to the extent required by the Security Documents), subject to no prior Liens other than Permitted Liens (including the Senior Liens on such assets). To the extent that the Company or such Guarantor is entering into a joinder, entering into a new Security Document, providing Mortgage Deliverables (in the case of real property) or taking other steps to perfect such Lien in order to secure Senior Lien Obligations, the Company or such Guarantor may take the same steps in connection with this Indenture (with such changes as are appropriate to reflect the applicable priority of the Lien, or the applicable perfection requirements, consistent with the terms of the Security Documents, the Intercreditor Agreement and the Liens being created on the Issue Date), which shall satisfy the obligations hereunder, and the Trustee and the Collateral Agent, as applicable, are authorized and directed to execute any documentation consistent therewith. (d) The Company and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements or amendments or continuation statements in respect thereof), that may be required under any applicable law, to ensure that the Liens of the Security Documents on the Collateral remain perfected (to the extent required by the Security Documents) with the priority required by the Security Documents and the Intercreditor Agreement, all filings and recordings necessary, in at the opinion expense of the Administrative Agent, to perfect the Liens contemplated to be granted Company and Guarantors and provide to the Collateral Agent under 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 Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to it that the Security Documents are in full force and effect. The Administrative Collateral Agent and the Collateral Agent Trustee as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (e) With respect to all Commercial Motor Vehicles covered by a certificate of title or ownership, in each case with an individual Fair Market Value of $25,000.00 or more per Commercial Motor Vehicle (it being understood and agreed that, for the avoidance of doubt, in determining the Fair Market Value of any such Commercial Motor Vehicle, the Fair Market Value of any equipment installed thereon shall have receivedbe included in any such determination), use commercially reasonable efforts to: (i) Uniform within 120 days after the Issue Date, cause to be delivered to the applicable governmental authority a duly completed application, pay any applicable fees and take any other actions within its control necessary in order to cause the certificate of title for such Commercial Code search Motor Vehicle at all times to be registered with the applicable governmental authority showing “U.S. Bank National Association, as Collateral Agent” as lienholder, other than those Commercial Motor Vehicles registered in a state that prohibits a second lien being noted on the certificate of title or ownership with respect to such Commercial Vehicle, (ii) if necessary to perfect in any jurisdiction, cause the Liens of the Collateral Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, and (iii) deliver the original certificates of title for such Commercial Motor Vehicles and any document evidencing official notification from the jurisdictions applicable governmental authority of the perfection of the Security Interest in which Uniform any Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted Motor Vehicles to the Collateral Agent or its agent, including any service company for purposes of effecting the requirements of this clause (e). (f) Within the time period provided in Section 3.4(b) of the Security DocumentsAgreement, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained by Deposit Account (as defined in the BorrowerSecurity Agreement) listed on Schedule 15(a) to the Perfection Certificate (as defined in the Security Agreement), duly executed by the Borrower, the Collateral Agent enter into and the applicable depositary bank; (iii) deliver a Deposit Account Control Agreement with respect to each securities account maintained by (as defined in the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (ivSecurity Agreement) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorextent possible after using commercially reasonable efforts.

Security Documents. Subject The Administrative Agent shall have received, in form and substance reasonably acceptable to the receipt it, executed counterparts of (i) a Security Agreement, dated as of the Governmental Authorizations necessary for Closing Date, duly executed and delivered by each Obligor; and (ii) the Borrower English Debenture, in each case together with all documents (including share certificates, transfers and stock transfer forms, notices or any other instruments) required to provide be delivered or filed under or in connection with the Security Documents, duly executed by the Borrower, Holdings and/or any other party, as applicable, and evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, notices or actions required under or in connection with the Security Documents to be effected, given or made in order to establish a valid and perfected first priority (subject to Permitted Priority Liens, and, in the case of the U.K. Obligor, the Legal Reservations and Perfection Requirements) security interest in the Regulated AssetsCollateral in accordance with the terms of the Security Documents, including, as applicable: (i) delivery of all filings certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and recordings necessaryoutstanding capital securities owned by each Obligor that are required to be pledged and so delivered under 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 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 contemplated to be granted to the Collateral Agent under 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 pursuant 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 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 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 depositary bankAgreement; (iii) a Control UCC-3 termination statements, Intellectual Property security agreement terminations and any other releases, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person (other than with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary;Permitted Liens); and (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request all applicable Short-Form IP Security Agreements required to create and perfect the Liens granted to the Collateral Agent be provided under the Security Documents; and (v) such other evidence Agreement, each dated as of the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected Closing Date, duly executed and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted delivered by this Agreement to be prioreach applicable Obligor.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets(i) The Security Agreement, all filings duly executed and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made delivered by the Borrower and securing the Obligations against the real property owned or leased by the BorrowerAdministrative Agent, and the 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 Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received evidence satisfactory (and is authorized to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (ifile) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing termination statements or filings which evidence Liens of documents (Form UCC-3 or such other Persons termination statements or documents as shall be required by applicable law) fully executed or in the Collateral which are prior to the Liens granted to the Collateral Agent in the Security Documents, except appropriate form for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement;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 Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, perfected first-priority Lien on the Collateral Agent 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 the applicable depositary bank;Collateral Access Agreements required to be delivered pursuant to the Security Agreement. (iii) The Canadian Security Agreement duly executed and delivered by the Borrower and Administrative Agent, and the results, dated as of a Control Agreement 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 each securities account maintained by the Borrower, duly executed by the Borrower, any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and the is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable securities intermediary;law) fully executed or in appropriate form for filing. (iv) The German Security Agreement duly executed and delivered by the Borrower and Administrative Agent. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to the Security Agreement, and instruments of transfer, endorsed in blank, with respect to such other documentspromissory notes; and all documentation, instruments and agreements as the Collateral including UCC Financing Statements, PPSA financing statements or their equivalent required by law or reasonably requested by Administrative Agent may reasonably request to be filed, registered or recorded to create and or perfect the Liens granted intended to the Collateral Agent be created under the Security Documents; and (v) such other evidence as Agreement, Canadian Security Agreement or the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the German Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAgreement.

Security Documents. Subject The Administrative Agent shall have received (i) a reaffirmation agreement, executed and delivered by an authorized officer of the Company and each other Loan Party that is party to the receipt Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Pledged 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, in each case, other than any such certificates, stock powers, and instruments already in the possession of the Governmental Authorizations necessary for Administrative Agent pursuant to the Borrower terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to provide a security interest be filed, registered or recorded in the Regulated Assets, all filings and recordings necessary, order to create in the opinion favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madefiled, including registered or recorded or shall have been delivered to the Administrative Agent in 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 obtained or otherwise delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, undated stock powers and instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the 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 shall not be a mortgage or deed condition to the agreement of trust each Lender to make the extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the Borrower and securing Third Restatement Effective Date (or such later date as the Obligations against the real property owned or leased by the BorrowerAdministrative Agent may agree in its sole discretion)). In addition, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are results of recent lien searches 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement each relevant jurisdiction with respect to each deposit account maintained 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 the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Section 7.02 or Liens to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may be discharged pursuant to documentation or arrangements reasonably request to create and perfect the Liens granted satisfactory to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject On the Closing Date, each of Holdings and the Domestic Subsidiaries of Holdings shall have duly authorized, executed and delivered the Second Amended and Restated Guarantee and Collateral Agreement substantially in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the “Guarantee and Collateral Agreement”) together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the receipt perfection of the Governmental Authorizations necessary for Liens granted under the Borrower Guarantee and Collateral Agreement, as requested by the Administrative Agent in order to provide a security interest perfect such Liens, 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 lien searches with the FAA, in each case, relating to the airframes with respect to the Aircraft and Engines included (or to be included on the Closing Date) in the Regulated AssetsCollateral Pool, and copies of favorable UCC, tax, and judgment search reports in all filings and recordings necessarynecessary or appropriate jurisdictions, in the opinion of as requested by the Administrative Agent, to perfect the indicating that there are no prior Liens contemplated to be granted to on any of the Collateral Agent under or on the Security Documents shall have been madeCapital Stock of the Targets LEGAL02/38433738v11 or their Subsidiaries, including a mortgage or deed of trust made by in each case, other than Permitted Liens. On the Borrower and securing the Obligations against the real property owned or leased by the BorrowerClosing Date, and the Administrative Agent shall have received evidence 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 it that the Security Documents are Administrative Agent, covering the Aircraft and Engines included (or to be included on the Closing Date) in full force and effect. The Administrative Agent the Collateral Pool and the Collateral registrations satisfactory to the Administrative Agent shall have received: been made with the “International Registry” (ias defined under the Cape Town Convention) Uniform Commercial Code search certificates from relating to the jurisdictions in which Uniform Commercial Code financing statements are airframes with respect to the Aircraft and Engines owned by the Targets to be filed reflecting no other financing statements or filings which evidence Liens of other Persons included in the Collateral which are prior to Pool on 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorClosing Date.

Security Documents. Subject 3.1 An amended and restated cession in security and pledge in favour of the Lenders governed by the laws of South Africa by the Borrower in respect of the shares and loan claims held by it in the Original Guarantors incorporated in South Africa including the delivery of any and all documents required in connection with such Security which shall include share certificates, signed and undated transfer forms in blank as to transferee and resolutions by the board of directors of the relevant member of the Group whose shares are given as Transaction Security and resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (as amended pursuant to the receipt provisions of this Agreement). 3.2 An amended and restated cession in security and pledge in favour of the Governmental Authorizations necessary for Lenders governed by the Borrower laws of South Africa by African Rainbow Minerals Gold Limited in respect of the shares and loan claims held by it in respect of the Original Guarantors incorporated in South Africa including the delivery of any and all documents required in connection with such Security which shall include share certificates, signed and undated transfer forms in blank as to provide transferee and resolutions by the board of directors of the relevant member of the Group whose shares are given as Transaction Security and resolving to give effect to any transfer of such shares following enforcement of such Transaction Security (as amended pursuant to the provisions of this Agreement). 3.3 The Australian-law governed document entitled “Specific security and featherweight security deed – Aurora Gold Ltd” between Aurora Gold Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold Limited grants a security interest in respect of its shareholding in Aurora Gold (Wafi) Proprietary Limited and Harmony Gold (PNG Services) Proprietary Limited, as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.4 The PNG-law governed document entitled “Mortgage over shares and floating charge – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest in respect of its shareholding in Wafi Mining Limited and the benefit of any shareholder loans payable by that company, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further amended or varied pursuant to the transactions contemplated by this Agreement. 3.5 The Australian-law governed document entitled “Featherweight security deed – Aurora Gold (Wafi) Proprietary Limited” between Aurora Gold (Wafi) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Aurora Gold (Wafi) Proprietary Limited grants a security interest in the Regulated AssetsFeatherweight Collateral (as defined therein), all filings as varied by the document titled “Deed of variation and recordings necessaryconfirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.6 The PNG-law governed document entitled “Mortgage over shares and floating charge – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in respect of its shareholding in Morobe Exploration Limited and Morobe Consolidated Goldfields Limited and the benefit of any shareholder loans payable by those companies, as varied by the document titled “Deed of variation and confirmation of PNG Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the transactions contemplated by this Agreement. 3.7 The Australian-law governed document entitled “Featherweight security deed – Harmony Gold (PNG Services) Proprietary Limited” between Harmony Gold (PNG Services) Proprietary Limited (as security provider) and Nedbank Limited (as security trustee) pursuant to which Harmony Gold (PNG Services) Proprietary Limited grants a security interest in the opinion Featherweight Collateral (as defined therein), as varied by the document titled “Deed of variation and confirmation of Australian Securities – Harmony Gold Mining” dated 5 February 2015 and as further varied pursuant to the Administrative transactions contemplated by this Agreement. 3.8 The agreement entitled Harmony Security Trust Deed, dated 21 September 2011 between the financial institutions listed in part I of schedule 1 of that document (as Original USD Lenders), the financial institutions listed in part II of schedule 1 of that document (as Original ZAR Lenders) and Nedbank Limited (as USD Facility Agent, ZAR Facility Agent and Security Trustee), as amended pursuant to perfect the Liens contemplated to be granted a side letter dated 20 December 2013 and as further altered and restated pursuant to the Collateral Agent under document titled “Coordination Deed – Harmony Security Trust Deed”, dated 5 February 2015. 3.9 All documents and evidence required, pursuant to the terms of any of the Security Documents shall have been madeto be delivered promptly upon execution of such Security Document or otherwise prior to the first Utilisation Date. Such documents and evidence include originals of all required notices, including a mortgage or deed of trust made by the Borrower share certificates and securing the Obligations against the real property owned or leased by the Borrower, blank share transfer forms.All filings and the Administrative Agent shall have received evidence satisfactory registrations in relation to it that the Security Documents that are in full force required and effect. The Administrative Agent capable of being made under applicable laws, including the registration with the Australian Securities 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 filed reflecting no other financing statements or filings which evidence Liens Investment Commission 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior(where relevant).

Security Documents. Subject The Borrower shall cause the following documents to be duly authorized, executed and delivered to the receipt Administrative Agent on behalf of the Governmental Authorizations necessary for Lenders to secure the Obligations, which documents are to be in form and substance satisfactory to the Administrative Agent and the Lenders: (a) a general security agreement creating a first priority security interest, subject only to Permitted Liens, in all of the personal property, assets and 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) a security agreement creating a first priority security interest, subject only to Permitted Liens, in all Accounts and other Debts, Instruments, Deposit Accounts, Securities Accounts and certain other Investment Property (each as defined therein) of each Guarantor that is directly or indirectly connected to the investment 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 of each of the Borrower’s and the Guarantors’ (as applicable) deposit accounts and securities accounts maintained with the respective third-party account banks and securities intermediaries identified in the Security Documents (collectively, the “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 of such account(s), the Borrower shall, or shall cause the applicable Guarantor to, (a) transfer such account(s) to provide Royal or to an alternate account bank or securities intermediary, as applicable, that agrees to enter into a security interest in the Regulated Assetsblocked account agreement or control agreement, all filings and recordings necessaryas applicable, in the opinion of with the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 (b) provide the Administrative Agent shall have received evidence with evidence, in form and substance satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and Agent, acting reasonably, of 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 filed reflecting no other financing statements or filings which evidence Liens closure 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 Collateral Agent has received a termination statementaccount(s); (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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to perfect the Liens contemplated enter into each Security Document as secured party and to be granted 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) 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 terms of Section 9.1 or (b) 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 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 Lenders, the 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 Lenders) have otherwise consented in writing or (ii) release any Guarantor from the Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of the Borrower) 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 Borrower, the 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 have been made, including a mortgage or deed of trust made and the Guaranty may be exercised solely 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 for the Security Documents are benefit of Lenders in full force accordance with the terms thereof 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorhereof.

Security Documents. Subject 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 receipt Collateral. All filings, recordings and deliveries of the Governmental Authorizations instructions and other actions necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings 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 contemplated to be granted provided in such Security Documents and/or the rights of the Secured Parties thereunder (except for (a) (i) the entering into of the amendment to the Collateral Agent deed of mortgage No. 539 dated August 4, 2000 to reflect the assignment by Nortel in favor of MSSF and (ii) the registration of the assignment by Nortel to MSSF of its rights under the deed of mortgage No. 64 dated March 25, 2003 and (b) the 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 completed in accordance with Section 8.1(t) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of the registered agreement or deed or of the official receipt or other document evidencing such filing, as the 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 filing and/or registration and/or recording of such 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 paid in full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent shall have received evidence satisfactory to it Agent; provided, however, that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent Borrower shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to not be 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 responsible for any such prior Liens (a) which are expressly permitted by this Agreement to be prior fees, taxes, expenses or (b) for which other costs in connection with the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the filing of any Security Documents are perfected and prior as a result of the assignment of the Assigned Indebtedness from Nortel or BBVA to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorMSSF.

Security Documents. Subject (a) The Security Trustee shall accept without investigation, requisition or objection whatever title any person may have to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted assets which are subject to the Collateral Agent under the Security Documents Agreements and 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 receivednot: (i) Uniform Commercial Code search certificates from be bound or concerned to examine or enquire into the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens title 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 Collateral Agent has received a termination statementperson; (ii) a Control Agreement with respect be liable for any defect or failure in the title of any person, whether that defect or failure was known to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent Security Trustee or might have been discovered upon examination or enquiry and the applicable depositary bank;whether it is capable of remedy or not; or (iii) be liable for any failure on its part to give notice of the Security Agreements to any third party or otherwise perfect or register the security created by the Security Agreements. (b) The Security Trustee may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a Control Agreement successor to it as the Security Trustee is appointed in accordance with respect this clause. Following delivery of any such notice of resignation, the Required Lenders may, at any time upon fifteen (15) days notice to each securities account maintained by the Security Trustee and the Borrower, duly executed 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 BorrowerRequired 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 Collateral Agent resigning Security Trustee shall execute and the applicable securities intermediary; (iv) deliver such documents and do such other documents, instruments acts and agreements things as may be necessary to vest in the Collateral Agent may reasonably request to create successor Security Trustee all the rights and perfect interests vested in the Liens granted to the Collateral Agent resigning Security Trustee under the Security Documents; andAgreements. (vc) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under Each Finance Party authorises the Security Documents are perfected and prior Trustee to hold each mortgage or charge created pursuant to any Security Agreement in its sole name as security trustee for the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorFinance Parties.

Security Documents. Subject to the receipt Each of the Governmental Authorizations necessary Security Documents 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 Borrower to provide a benefit of itself, the Trustee, the holders of the Notes and the other secured parties, valid and enforceable security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to liens on the Collateral Agent under and, upon the Security Documents shall have been made, including a mortgage or deed filing 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to applicable United States jurisdictions and the Liens granted to taking of the Collateral Agent other actions, in each case as further described in the Security Documents, except for any the security interests in and liens on the rights, title and interest of the Obligors in such prior Liens (a) which are expressly permitted by this Agreement Collateral will be perfected security interests and liens, superior to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the liens of all third persons other than the Permitted Liens of other Persons or as otherwise provided in the Collateral, except relevant Security Document. Any certificate signed by an officer of an Obligor and delivered to the Initial Purchaser or to counsel for any such Liens which are expressly permitted by this Agreement the Initial Purchasers shall be deemed to be priora representation and warranty by such Obligor to each Initial Purchaser as 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 the Obligors with their agreements set forth herein, and each Obligor hereby consents to such reliance.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Each Lender hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to perfect the Liens contemplated enter into each Security Document as secured party, and each Lender agrees to be granted 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) 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 have been madeotherwise agree in writing) shall be entitled, including a mortgage for the purpose of bidding and making settlement or deed payment of trust made by the Borrower purchase price for all or any portion of the Collateral sold at any such public sale, to use and securing apply any of the Obligations against as a credit on account of the real property owned or leased purchase price for any collateral payable 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 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 at such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorsale.

Security Documents. Subject (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 Issuer pursuant to the receipt Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Governmental Authorizations necessary for Issuer and the Borrower to provide a security interest in Guarantors under this Indenture, the Regulated AssetsNotes, all filings the Guarantees and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the 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 Agreement Indenture and the Security Documents. The 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 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 prior or 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, 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 Agent has received required to be pledged under this Indenture and the Security Documents within 90 days following the Issue Date (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, the Issuer shall use commercially reasonable efforts to deliver within 90 days following the Issue Date (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 First-Priority Obligations or the ABL Obligations in connection with their mortgages on such property, as the case may be: (i) a termination statement; policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Issuer 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) a Control Agreement with respect an as-is survey of the property subject to each deposit account maintained by any such Mortgage certified to the Borrower, duly executed by the BorrowerIssuer, the Collateral Agent and the applicable depositary bank; title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys 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) a Control Agreement with respect customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent holders of First-Priority Obligations and the applicable securities intermediary; ABL Obligations in connection with their mortgages on such property, as the case may be, (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request evidence of insurance required to create and perfect the Liens granted be maintained pursuant to the Collateral Agent under the Security Documents; and Mortgages and this Indenture, and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted if required by applicable law, flood hazard determination certificates and, if required, notices to the Collateral Agent under the Security Documents are perfected and prior to the Liens record owner of other Persons any improvements in the Collaterala special flood hazard area, except for any such Liens which are expressly permitted by this Agreement to be priortogether with evidence of acceptable flood insurance coverage.

Security Documents. Subject (a) Following any Reversion Date, the due and punctual payment of the Obligations, including payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the receipt terms hereunder or thereunder, will be secured by Security Documents to be delivered as required by this Indenture. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent will hold the Collateral in trust for the benefit of the Governmental Authorizations necessary Holders and the Trustee, in each case pursuant and subject to the terms of the Security Documents. (b) Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents to be delivered following any Reversion Date (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral and the Borrower terms of the Intercreditor Agreement) as the same may be in effect or may be amended from time to provide a security interest time in accordance with their terms and the terms of this Indenture (which shall be in the Regulated Assetssame form as the Security Documents entered into in connection with the issuance of the Existing Notes, all filings except as otherwise provided in this Indenture) and recordings necessaryagrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the opinion perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First-Priority Obligations in all or any part of the Administrative AgentCollateral. Each Holder, by its acceptance thereof, following any Reversion Date, (i) authorizes the Trustee to perfect appoint the Liens contemplated Authorized Representative to be granted act on its behalf as the Authorized Representative under this Indenture and the Security Documents, (ii) 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 other Security Documents, (iii) 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 actions on its behalf and to exercise such powers as are delegated to the Collateral Agent under by the terms of the Security Documents shall have been madeAgreement and the other Security Documents, including a mortgage 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. (c) 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 deed of trust made by the Borrower and securing the Obligations against the real property owned any joinder or leased by the Borrowersupplement thereto) (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Administrative Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations). The Collateral Agent shall have received evidence satisfactory to it or the Authorized Representative, as applicable, will enter into any such future intercreditor agreement at the written request of the Issuers; provided that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall Issuers will have received: (i) Uniform Commercial Code search certificates from the 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 Collateral which are prior to the Liens granted 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, except for . 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 prior Liens security interests (aincluding any intellectual property registered in any non-U.S. jurisdiction) which are expressly permitted by this Agreement (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 be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement make any filings in any foreign jurisdiction including with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement foreign intellectual property). No actions shall be required with respect to each securities account maintained assets requiring perfection through control agreements or perfection by “control” (as defined in the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; UCC) (ivother than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted owing to the Collateral Agent under 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 pledged pursuant to the Security Documents; and Agreement). In addition, neither any Issuer nor any Guarantor shall be required to take any action not taken for the Credit Agreement (v) so long as such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons Credit Agreement is in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorplace).

Security Documents. Subject The Administrative Agent shall have received (i) a reaffirmation agreement, executed and delivered by an authorized officer of the Company and each other Loan Party that is party to the receipt Existing Credit Agreement, reaffirming each such Loan Party’s respective obligations with respect to each Security Document, (ii) certificates, if any, representing the Pledged 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, in each case, other than any such certificates, stock powers, and instruments already in the possession of the Governmental Authorizations necessary for Administrative Agent pursuant to the Borrower terms of the Security Agreement, and (iii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to provide a security interest be filed, registered or recorded in the Regulated Assets, all filings and recordings necessary, order to create in the opinion favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madefiled, including registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties); provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to deliver to the Administrative Agent the certificates, undated stock powers and instruments required by clause (ii) above or updated Intellectual Property short-form security agreements required pursuant to the terms of the 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 shall not be a mortgage or deed condition to the agreement of trust each Lender to make the extension of credit requested to be made by it (but shall be required to be satisfied within 30 days of the Borrower and securing Third Restatement Effective Date (or such later date as the Obligations against the real property owned or leased by the BorrowerAdministrative Agent may agree in its sole discretion)). In addition, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are results of recent lien searches 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement each relevant jurisdiction with respect to each deposit account maintained 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 the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Section 7.02 or Liens to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may be discharged pursuant to documentation or arrangements reasonably request to create and perfect the Liens granted satisfactory to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject Except with respect to (a) Liens on equipment constituting fixtures, (b) any reserved rights of the United States government as required under law, (c) Liens upon Patents, Patent Licenses, Trademarks and Trademark Licenses (as such terms are defined in the Security Agreement) to the receipt extent that (i) such Liens cannot be perfected by the filing of financing statements under the Uniform Commercial Code or by the 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 business of Parent, the Borrowers and the Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the Governmental Authorizations United States of America, any state, territory or dependency thereof, Puerto Rico or the District of Columbia (except to the extent that such filings or other actions have been made or taken), (f) Liens on contracts or Accounts (as such term is defined in the Security Agreement) on which the 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 Subsidiaries on the 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 the recording of the Mortgages (and the recording of the Security Agreement, and the making of filings after the effective date of this Agreement in any other jurisdiction as may be necessary for under any Requirement of Law) and the Borrower to provide delivery to, and continuing possession by, the Administrative Agent of all Instruments, Chattel Paper and Documents (as such terms are defined in the Security Agreement) a security interest in which is perfected by possession, the Regulated AssetsLiens created pursuant to each Security Document, all filings when executed and recordings necessarydelivered, will constitute valid Liens on and, to the extent provided therein, perfected security interests in the opinion collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses (as defined in the Security Agreement) 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 AgentAgent for the benefit of the Lenders, which Liens will be prior to perfect the all other Liens contemplated to be granted of all other Persons, except for Liens permitted pursuant to the Collateral Agent under the Security Loan Documents shall have been made(including, including a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrowerwithout 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 goods only, buyers in the ordinary course of business to the extent 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 extent that recording of an assignment or other transfer of title to 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral United States Patent and Trademark Office or the United States Copyright Office may be necessary for such enforceability), 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). Notwithstanding any other provision of this Agreement, capitalized terms which are prior to the Liens granted to the Collateral Agent used in this Section 3.20 and not defined in this Agreement are so used as defined in the applicable Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorDocument.

Security Documents. Subject (a) 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 receipt Collateral Agent, as pledgee thereunder, all of the Governmental Authorizations Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Effective Date, each Credit Party shall 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 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 to provide or any of its Domestic Subsidiaries or a security interest division or oper- ating unit of any such Person as debtor and that are filed in the Regulated Assetsjurisdictions 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 (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings and recordings necessaryof, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Liens contemplated security interests intended to be granted to created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent under Agent, desirable to perfect the security interests purported to be created by the Security Documents shall Agreement 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, taken; and the Administrative Agent Security Agreement shall have received evidence satisfactory to it that the Security Documents are be in full force and effect. The Administrative Agent and . (c) On the Effective Date, the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions received fully executed counterparts of deeds of trust, mortgages and similar documents in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons each case in the Collateral which are prior to the Liens granted form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the Security Documentsterms hereof and thereof, except for any such prior Liens (aeach a "Mortgage" and collectively, the "Mortgages") which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained of the Mortgaged Properties, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counter parts of such Mortgages shall be recorded on the Effective Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, together with: (A) mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Borrower, duly executed by Collateral Agent (the Borrower, "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the applicable depositary bank; (iii) a Control Agreement with respect Collateral Agent that the Mortgages are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and such Mortgage Policies shall be in form and substance reasonably satisfactory to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and (i) shall include an endorsement for future advances under this Agreement, the applicable securities intermediary; Notes and the Mortgages and for any other matter that the Collateral Agent in its discretion may reasonably request (ivto the extent available in the respective jurisdiction of each Mortgaged Property), (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such other documents, instruments and agreements reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request to create request; (B) surveys in form and perfect the Liens granted substance reasonably satisfactory to the Collateral Agent under of each Mortgaged Property designated as "owned" on Annex III hereto, dated a recent date reasonably acceptable to the Security DocumentsCollateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent; and (vC) such other evidence estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been requested by the Collateral Agent may Agent, which letters shall be in form and substance reasonably request to establish that the Liens granted satisfactory to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAgent.

Security Documents. Subject 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 receipt 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 Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted Borrowers shall deliver to the Collateral Agent under Lender on or before the Security Documents shall have been madeAdvance Date (unless otherwise indicated) the following documents, including a mortgage or deed of trust made by the Borrower each in form and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence content satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have receivedLender: (ia) Uniform Commercial Code search certificates from a general security agreement by each Borrower in favour of the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens Lender creating a first charge over all present and after-acquired property, assets and undertaking of other Persons in the Collateral which are prior such Borrower subject only to the Liens granted Permitted Encumbrances; provided that notwithstanding any provision herein to the Collateral Agent contrary, the Lender shall forthwith provide a written release and execute and deliver all documents necessary or desirable to release the charge over the assets and undertaking of TPC in and to the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or Eagles Nest Oilsands Assets upon the sale of the Eagles Nest Oilsands Assets in accordance with the Initial Order; (b) for which an assignment to the Collateral Agent has received Lender of the rights, benefits and interest of each Borrower in and to the Insurance and all proceeds resulting therefrom, together with a termination statement;certificate of insurance from 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 (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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (ivc) such other documents, instruments agreements, instruments, undertakings and agreements assurances as the Collateral Agent Lender or the Lender’s Counsel, acting reasonably, may reasonably request deem necessary or advisable in connection with, relating to create and perfect or arising from or to give effect to or better assure the Liens granted to the Collateral Agent under the foregoing Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject 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 receipt Obligations in accordance with the terms of the Governmental Authorizations necessary 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 Insurance Premiums. Compliance Dates Established for Reassigned. Transaction Screen may be considered if 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 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 the Regulated Assets, all filings and recordings necessary, in the opinion favor of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral 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 period that such Specified Event of 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 that right or remedy or of any default hereunder. Waiver interests in inventory or specific equipment obligations of the Security Documents key of. Borrower and the landlord lien maintained exclusively in. Existing indebtedness secured by law scholars noticed few of which is transferred to the escrow account shall have been madebe 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 Agreement. 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, including we closed with a mortgage or deed 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 trust the Collateral upon credit, Debtor will be credited only with payments actually made by the Borrower purchaser, received by Secured Party and securing applied to the Obligations against indebtedness of the real property owned 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 leased 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 Borrowerbusiness 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, and acquisition, transfer, assignment or otherwise. Property showing no additional exceptions to title of the Administrative Agent shall have received evidence satisfactory Property other than the Permitted Encumbrances. Specifically, as the lenders request security of his interest, landlords mostly consent to it that the Security Documents are in full force and effectsubordinate their lien, instead of waive it. The Administrative Agent and CDC financial reports furnished to SBA must contain complete disclosure of matters relevant to uments which are the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are basis for or related to be filed reflecting no other financing its financial statements or filings which evidence Liens loans must be maintained in a manner that permits their immediate availability. In other words, the value of other Persons in the Collateral which are prior 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 Liens granted to the Collateral Agent in the Security Documentsand waiver of this is returned inventory or similar person, except for any such prior Liens (a) which are expressly permitted by this Agreement to coffeyville refinery revenue bonds shall be prior or (b) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect to each deposit account maintained selected by the Borrowerinitial 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, duly executed by the Borrowermonitoring, or ▇▇▇▇▇, the Collateral Agent 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 applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject Except as otherwise contemplated hereby or under any other Note Documents, the provisions of the 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 receipt extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Governmental Authorizations necessary for the Borrower Collateral Agent of such Collateral with respect to provide which a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to may be granted 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 Security Documents shall have been madeNote Documents, including a mortgage or deed of trust made legal, valid, enforceable and perfected Lien (if and to the extent perfection may be achieved by the Borrower and securing the Obligations against the real property owned filings and/or other actions required to be taken hereby or leased by the Borrowerapplicable Collateral Documents) on all right, title and interest of the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are respective Note Parties in full force and effect. The Administrative Agent and the Collateral Agent shall have received: described therein subject to (i) Uniform Commercial Code search certificates from Debtor Relief Laws and by general principles of equity, (ii) the jurisdictions in which Uniform Commercial Code financing statements are need for filings and registrations necessary to be filed reflecting no other financing statements create or filings which evidence perfect the Liens of other Persons in on the Collateral which are prior 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 granted 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 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, (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 to the extent such pledge, security interest, perfection or priority is not required pursuant 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 and Guarantee Requirement or (bC) for which on the Collateral Agent has received a termination statement; (ii) a Control Agreement with respect Closing Date and until required pursuant to each deposit account maintained by the Borrower, duly executed by the BorrowerSection 7.10 and 7.12, the Collateral Agent and pledge or creation of any security interest, or the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrowereffects of perfection or non-perfection, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted priority or enforceability of any pledge or security interest to the Collateral Agent under extent not required on the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorClosing Date.

Security Documents. Subject The Loans and all amounts outstanding from time to time under the receipt Loan Documents shall be secured 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 the Governmental Authorizations necessary for Borrower and the Borrower to provide a Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Regulated Assetsforegoing shall be created by and shall be subject to the provisions of the Security Agreement 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 filings 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 recordings necessary, all proceeds and products *** 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. of such assets. Lender’s security interest in the opinion foregoing shall be created by and subject to the provisions of the Administrative Agent, to perfect the Liens contemplated to Security Agreement and shall be granted subject to the Collateral Agent under provisions of the Security Documents 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 have been made, including a mortgage or deed be created by and shall be subject to the provisions of trust made by 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 and securing the Obligations against the real property owned Subsidiaries hereafter formed or leased acquired by the Borrower, and all proceeds and products thereof. Lender’s security interest in the Administrative Agent 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 Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by 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 Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. SNR’s security interests in the foregoing shall be created by and shall be subject to the provisions of the SNR Security Agreement and the SNR Pledge Agreement. SNR’s security interest in the foregoing shall have received evidence satisfactory to it that the Security Documents are priority over Lender’s security interest in full force such assets, 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons Lender’s security interest in the Collateral which are prior foregoing shall be subordinated to the Liens granted SNR Lien in such assets and membership interests, in each case to the Collateral Agent extent provided herein and 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 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 Intercreditor and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorSubordination Agreement.

Security Documents. Subject to the receipt of the Governmental Authorizations (a) Each Borrower shall take all actions necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of or requested by the Administrative Agent, to perfect the Liens contemplated to be granted to Agent or the Collateral Agent under the to maintain each 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 Document in full force and effecteffect and enforceable in accordance with its terms and to maintain and preserve the 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 (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. The 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 benefit of the Secured Parties. (b) 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 Closing Date, 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 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 with respect to any Material Additional Project Document, shall deliver or cause to be delivered to the Administrative Agent and the Collateral Agent shall have received: (i) Uniform Commercial Code search such certificates from or other documents with respect thereto as the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements Administrative Agent 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 may reasonably request. Each Borrower shall cause each party to a Material Additional Project Document (other than such prior Liens (aBorrower) which are expressly permitted by this Agreement and each Specified Facility RE Right Grantor to be prior or (b) for which the Collateral Agent has received execute and deliver a termination statement; (ii) a Control Consent Agreement with respect to each deposit account maintained by the Borrowersuch Material Additional Project Document or Specified Site Real Estate Right, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorapplicable.

Security Documents. Subject The Loans and all amounts outstanding from time to time under the receipt Loan Documents shall be secured 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 the Governmental Authorizations necessary for Borrower and the Borrower to provide a Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Regulated Assetsforegoing shall be created by and shall be subject to the provisions of the Security Agreement 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 filings 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 recordings necessary, all proceeds and products of such assets. Lender’s security interest in the opinion foregoing shall be created by and subject to the provisions of the Administrative Agent, to perfect the Liens contemplated to Security Agreement and shall be granted subject to the Collateral Agent 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 Security Documents shall have been made, including a mortgage or deed of trust made by Securities Exchange Act. d. A first priority security interest (subject to the NSM Lien) in Borrower’s membership interests in the Borrower and securing the Obligations against the real property owned Subsidiaries hereafter formed or leased acquired by the Borrower, and all proceeds and products thereof. Lender’s security interest in the Administrative Agent 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 Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by 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 Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, fixtures and owned real property of the Borrower Subsidiaries, in each case now owned or hereafter acquired, and all proceeds and products of such assets. NSM’s security interests in the foregoing shall be created by and shall be subject to the provisions of the NSM Security Agreement and the NSM Pledge Agreement. NSM’s security interest in the foregoing shall have received evidence satisfactory to it that the Security Documents are priority over Lender’s security interest in full force such assets, 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons Lender’s security interest in the Collateral which are prior foregoing shall be subordinated to the Liens granted NSM Lien in such assets and membership interests, in each case to the Collateral Agent extent provided herein and 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 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 Intercreditor and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorSubordination Agreement.

Security Documents. Subject Each Lender hereby further authorizes Administrative Agent to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under enter into the Security Documents shall have been madeas secured party, including a mortgage or deed and to accept the Subsidiary Guaranty, in each case on behalf of trust made and for the benefit of Lenders and agrees to be bound by the Borrower and securing terms of the Obligations against the real property owned or leased by the Borrower, Security Documents and the Subsidiary Guaranty; provided that Administrative Agent shall have received evidence satisfactory not enter into or consent to it that any material amendment, modification, termination or waiver of any provision contained in the Security Documents are 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, that anything in full force and effect. The Administrative Agent and this Agreement or the Collateral Agent shall have receivedother Loan Documents to the contrary notwithstanding: (i) Uniform Commercial Code search certificates Administrative Agent is authorized on behalf of all Lenders, without the necessity of any notice to or further consent from the jurisdictions 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 Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence and Liens of other Persons in upon the Collateral which are prior granted pursuant 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 Collateral Agent has received a termination statement;. (ii) a Control Agreement with respect The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Collateral Agent 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 sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Security Documents; and(c) 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 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 to 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 of Administrative Agent, on behalf of Lenders, to any Liens permitted by subsection 7.2A(i) (solely with respect to clauses (v) such other evidence as and (vii) of the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected definition of Permitted Encumbrances), and prior to the Liens of other Persons in the Collateralsubsections 7.2A(iii), except for any such Liens which are expressly permitted by this Agreement to be prior(iv) and (v).

Security Documents. Subject Except with respect to the receipt Motor Vehicles and other Equipment covered by a certificate of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assetstitle or ownership, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens security interests contemplated to be granted to the Collateral Agent for the benefit of the Secured Parties under 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 effecteffect and the 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 be prior). 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 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 this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens (aA) which are expressly permitted by this Agreement to be prior or (bB) for which the Collateral Administrative Agent has received a termination statement; (ii) a Control Agreement with respect for each of the Material Project Accounts, in each case upon terms and provisions satisfactory to each deposit account maintained by the BorrowerAdministrative Agent, appropriately completed and duly executed by the Borrower, the Collateral Agent and the applicable depositary bankbank with which such Material Project Account is maintained; (iii) a Control Agreement with respect evidence reasonably satisfactory to each securities account maintained by the Borrower, duly executed by Administrative Agent that the Borrower, the Collateral Agent and the applicable securities intermediaryinstructions for all required transfers of funds are in place as required under Section 9.1(b); (iv) such other documents, instruments and agreements as the Collateral Administrative Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent under or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Collateral Administrative Agent may reasonably request to establish that the Liens granted to the Collateral Agent under 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 such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject (A) In order to secure the Secured Obligations, (i) the Pledgor, on the Issue Date simultaneously with the execution and delivery of this Supplemental Indenture, entered into Pledge Agreement granting the Collateral Agent a Lien, subject only to Permitted Liens, on the Pledged Collateral and (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 the terms of this Indenture. (B) Each Holder of Notes, by its acceptance of a Note, is deemed to have consented and agreed to the receipt terms of the Governmental Authorizations necessary 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 contrary set forth in this Indenture or in any other Pledge Agreement, neither the Trustee nor the Collateral Agent shall be responsible for the Borrower 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 provide a act on its part hereunder, for the validity or sufficiency of the Pledged Collateral or any agreement or assignment contained therein, for the validity of the title of the Pledgor to the Pledged 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 in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under pursuant to the Security Documents shall have been made, including a mortgage this Indenture or deed of trust made by the Borrower and securing the Obligations against the real property owned Pledge Agreement 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 (ii) enable the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from to exercise and enforce its rights under this Indenture or the 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 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 Collateral Agent has received a termination statement; (ii) a Control Pledge Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrowersuch pledge and security interest. In addition, the Collateral Agent and Trustee shall have no responsibility or liability (i) in connection with the applicable depositary bank; acts or omissions of the Company in respect of the foregoing or (iiiii) a Control Agreement for or with respect to each securities account maintained by the Borrowerlegality, duly executed by the Borrower, the Collateral Agent validity and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens enforceability of other Persons any security interest created in the Collateral, except for any Pledged Collateral or the perfection and priority of such Liens which are expressly permitted by this Agreement to be priorsecurity interest.

Security Documents. Subject (a) The due and punctual payment of the Bonds hereunder, when and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the receipt extent permitted by law), if any, on the Bonds and any Subsidiary Guarantee and performance of all other Obligations of any of the Governmental Authorizations necessary Company and any Subsidiary Guarantor to the Bondholders or the Trustee under the Loan Agreement according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), will be secured by second-priority Liens on the Collateral granted to the Collateral Trustee for the Borrower benefit of the Bonds, the Company Notes and future other Parity Lien Obligations. Except as otherwise provided in the Intercreditor Agreement, the Collateral includes all of the assets of the Company and the Subsidiary Guarantors that are subject to provide a Lien securing Priority Lien Obligations (as defined in the Company Indenture), 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 letters of credit issued pursuant to the 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 Guaranty, all references to “second-priority” Liens means Liens that may be junior in priority to the Liens securing Priority Lien Obligations, to the extent permitted to be incurred or to exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Bond Documents (as defined in the Loan Agreement). (b) The Collateral and the Liens remain at all times subject to the terms of the Note Documents (including, 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 to the rights of the Collateral Trustee subject to the Intercreditor Agreement to perform its obligations and exercise its rights under the Security Documents. (c) Each Holder (as defined in the Company Indenture), by accepting a Bond, shall be deemed (i) to have agreed to be bound by the terms of the Security Documents and (ii) to appoint the Collateral Trustee or the Trustee, as the case may be, as its agent under the Security Documents and the Intercreditor Agreement and to authorize it to act as such. (d) The Collateral Trustee is hereby authorized to exercise such rights, powers and discretions as are specifically delegated to it by the terms of the Security Documents, including the power to enter into the Security Documents, on behalf of the Bondholders, together with all rights, powers and discretions as are reasonably incidental thereto or necessary to give effect to the trusts created thereunder in accordance with the terms thereof. (e) Notwithstanding any other provision of this Guaranty 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 Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents There shall have been madedelivered to the Agent: (a) Amendment to Security Agreement and Acknowledgment of Security Interests (which, including without limitation, includes a mortgage or deed release of trust made certain shares of stock issued by the Borrower and securing which were pledged in favor of 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 a release of certain obligations of certain shareholders of 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement Borrower with respect to each deposit account maintained by the Borrowercertain shares held in ▇▇▇ accounts), duly executed by the Borrower, substantially in the Collateral Agent and the applicable depositary bankform of Exhibit B hereto; (iiib) a Control Agreement [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 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 Agent) and all other actions with respect to each securities account maintained the Liens created by the Borrower, duly Security Documents as are necessary or appropriate to perfect such Liens. (f) [Intentionally Deleted] (i) An Amended and Restated Subordination Agreement (Electra) in the form of EXHIBIT C hereto. (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 Collateral Agent "CASH COLLATERAL AGREEMENT") executed by the Borrower with respect to its accounts at the Deposit Bank, and a letter executed by the applicable securities intermediary; Borrower with respect to (ivamong other things) such other documents, instruments and agreements Borrower keeping its primary accounts at the Deposit Bank (as the Collateral Agent same may reasonably request from time to create and perfect time be amended, restated, supplemented or otherwise modified, the Liens granted to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior"DEPOSIT LETTER").

Security Documents. Subject 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 Issuer pursuant to the receipt 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 Governmental Authorizations necessary for Issuer and the Borrower to provide a security interest in Subsidiary Guarantors under this Indenture, the Regulated AssetsNotes, all filings the Subsidiary Guarantees and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 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 secured as provided in the Security Documents, except for any such prior Liens (a) which are expressly the Issuer 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 Agreement Indenture. The 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 prior 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 (bat the sole cost and expense of the Issuer and the Restricted Subsidiaries) for which the security interest created by the Security Documents in the Collateral Agent has received a termination statement; (ii) a Control Agreement other than with respect to each deposit account maintained 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. On the BorrowerIssue Date the Issuer shall, duly executed by the Borrower, the Collateral Agent and or shall cause the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the BorrowerSubsidiary Guarantor to, duly executed by the Borrowerexecute and/or deliver, the Collateral Agent and the applicable securities intermediary; (iv) such other documentsas applicable, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent (i) duly executed mortgage releases and terminations in form for recording in the recording office of each applicable jurisdiction, with respect to any and all Liens encumbering real property of the Issuer or any Subsidiary Guarantor which secure any obligations under the Security Documents11.00% Notes (the “Existing Mortgages”); (ii) duly executed Mortgages (and , if applicable, fixture filings) in form for recording in the recording office of each jurisdiction where the Mortgaged Property to be encumbered thereby is situated, together with the completion (v) such other evidence as or arrangements for the Collateral Agent may reasonably request to establish that the Liens granted completion satisfactory to the Collateral Agent under Agent) of all recordings and filings of such Mortgages in the Security Documents are proper recorders’ office (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected and prior second priority Lien (subject to the Second Lien Intercreditor Agreement, Permitted Liens of other Persons in the Collateral, except for any such and Liens which are expressly permitted by this Agreement Section 4.12) on or against such Mortgaged Properties; and (iii) one or more Opinion of Counsel, in jurisdictions in which such Mortgaged Properties are located, with respect to be priorthe enforceability and validity of such Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent.

Security Documents. Subject The Banks hereby acknowledge that they have received the form of Amended and Restated Company Pledge Agreement (in substantially final form) providing for the sharing of security with the New Senior Notes and the New Senior Exchange 3 Notes and certain intercreditor arrangements relating thereto. The Banks hereby consent to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings execution and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to delivery by the Collateral Agent under of the Security Documents shall have been madeAmended and Restated Company Pledge Agreement in the form furnished to the Banks prior to the Consent Effective Date (with such changes, including a mortgage or deed of trust made which are not adverse to the Banks in any material respect, as may be agreed to 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 and Collateral Agent). The Banks hereby further agree that the Administrative Agent and/or Collateral Agent, as appropriate, may enter into such amendments and restatements of, or amendments to, the other Security Documents so long as same are in full force and effect. The form approved by the Administrative Agent and are reasonably consistent with 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 filed reflecting no other financing statements or filings which evidence Liens of other Persons changes made in the Collateral which are Amended and Restated Company Pledge Agreement in the form furnished to the Banks prior to the Liens granted Consent Effective Date. The Banks further consent to the Administrative Agent and Collateral Agent taking all such other actions as may be deemed necessary or desirable by them in furtherance of the foregoing (which shall include, without limitation, executing such ancillary documentation or agreements as may be deemed necessary or desirable by the Administrative Agent and/or Collateral Agent). So long as the foregoing requirements are satisfied, the Banks hereby acknowledge and agree that no further consent of the Banks shall be required in connection with the amendments (including amendments and restatements) to the various Security DocumentsDocuments and the taking of the related actions described above, except for any such prior Liens (a) which are expressly permitted by this Agreement in each case in connection with the modifications thereto to be prior or (beffected in connection with the issuance of New Senior Notes and New Senior Exchange Notes. Without limiting the foregoing, the requirements of Section 9.04(xxi) for which the Collateral Agent has received a termination statement; (ii) a Control Agreement shall be deemed satisfied with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent any amended (including any amended and the applicable depositary bank; (iiirestated) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected executed and prior to delivered in accordance with the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorforegoing provision.

Security Documents. Subject Notwithstanding anything to the receipt contrary contained herein or in any other Loan Document, within one Business Day of the Governmental Authorizations necessary for 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 provide a security interest be delivered to the Administrative Agent (a) the Security Agreement, duly executed and delivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as defined in the Regulated Assets, all filings Security Agreement) accompanied by undated stock powers executed in blank and recordings necessary, instruments evidencing the Pledged Debt (as defined in the opinion Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madedelivered to the Administrative Agent in proper form for filing, including registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a mortgage 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 deed of trust made by the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and securing the Obligations against the real property owned or leased by the BorrowerAdministrative Agent). In addition, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are results of recent lien searches 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 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 Collateral Agent has received a termination statement; (ii) a Control Agreement each relevant jurisdiction with respect to each deposit account maintained the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect Section 7.02 or Liens to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may be discharged pursuant to documentation or arrangements reasonably request to create and perfect the Liens granted satisfactory to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject (a) On the Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered the Security Documents to which it is a party (each document listed on Schedule 10, as amended, modified or supplemented from time to time, a "Security Document") and shall have delivered to the receipt Security Agent, (i) copies of each executed Security Document, (ii) all of the Governmental Authorizations necessary for 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 Borrower case of capital stock constituting Pledged Securities and (iii) evidence reasonably satisfactory to provide 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 the Regulated Assets, all filings and recordings necessary, in the opinion assets of the Administrative Agent, to perfect Borrowers and their respective Subsidiaries that are the Liens contemplated to be granted subject of the Security Documents. To the extent that the Shares tendered pursuant to the Collateral Tender Offer are not capable of being delivered to the Security Agent under the applicable Security Documents Document on the Initial Borrowing Date, the Security Agent shall have been made, including be satisfied that it nevertheless has a mortgage or deed of trust made by the Borrower and securing the Obligations against the real property owned or leased by the Borrowerfirst priority perfected security interest in such Shares, and the Administrative Agent Credit Parties shall have received taken all action reasonably requested by the Security Agent in connection therewith, including by having the Depositary Agent for the Shares sign and deliver to the Security Agent a bailee letter in form and substance satisfactory to the Security Agent. (b) With respect to each Borrower (with the exception of Fimalac S.A.) or Subsidiary the capital stock of which constitutes Pledged Security pursuant to a Security Document, on or prior to the Initial Borrowing Date, the Credit Parties shall have provided evidence satisfactory to it the Agent that any provisions in the by-laws or statuts, as the case may be, of such Borrower or Subsidiary that would impede or prevent the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall Banks from enforcing such Security Document in accordance with its terms, including any clause d'agrement, have received: 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 (i) Uniform Commercial Code search certificates from the 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 save in the Collateral case of the shares of Rhenameca, which are prior to waiver shall be given in accordance with Section 12.1.15(b)). In determining whether the Liens granted to the Collateral Agent condition set forth 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.Section 10.1.5

Security Documents. Subject Concurrent with the Closing Date, SELLER and HELCO shall comply with the following requirements: (1) SELLER shall execute and deliver to HELCO the Security Agreement and the Mortgage, which shall contain terms and conditions reasonably satisfactory to the receipt Financing Parties and HELCO, to secure the performance by SELLER of its payment obligations under this Agreement; provided, that HELCO -------- ---- shall concurrently execute and deliver to Financing Parties and SELLER a subordination agreement (the "Subordination Agreement") which shall contain terms and conditions generally required by lenders of long-term, non-recourse project loans and provided further, that such terms and conditions shall be reasonably -------- ------- ---- satisfactory to Financing Parties and HELCO, which shall use best efforts to complete such documentation within sixty (60) days of the Governmental Authorizations necessary commencement of negotiations. The Subordination Agreement shall subordinate, in all respects, the Security Agreement and the Mortgage to the mortgage and security interest provided to the Financing Parties in an amount and to the extent that such security interest and mortgage secure such credit extended by the Financing Parties to SELLER as shall be required for the Borrower development, construction and operation of the Facility. (2) SELLER and HELCO shall each execute and deliver to provide a security interest in the Regulated Assets, all filings other or shall cause to be executed and recordings necessarydelivered to the other any required consents. (3) SELLER shall request the original Financing Parties and any additional or substitute Financing Parties to become parties to such documentation as is reasonably necessary to give effect to this Section 3.1E. (4) SELLER and HELCO shall each execute and deliver to the other favorable legal opinions of counsel, in the opinion of the Administrative Agentreasonably satisfactory form and substance, to perfect the Liens contemplated effect that this Agreement has been duly authorized and executed by that party and constitutes a legally enforceable obligation binding against that party in accordance with its terms, subject to be granted customary exceptions. (5) SELLER and HELCO shall each execute and deliver to the Collateral Agent other such other documents and instruments, and take such other actions as may be reasonably necessary (A) for HELCO to establish and perfect its rights under the Security Documents shall have been madeand to obtain and give full effect to the security interest, including a mortgage or deed of trust made and priority contemplated hereby and (B) for SELLER to carry out the transactions contemplated by the Borrower and securing the Obligations against the real property owned or leased Financing Documents, as reasonably requested 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorFinancing Parties.

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and recordings necessary, in the opinion of the The Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been madereceived the following: (i) the Pledge Agreement, including a mortgage or deed of trust made Security Agreement and Subsidiary Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto; (ii) the New Mortgage, duly executed and delivered by the Borrower and securing the Obligations against the real property owned or leased by the Borrower, and in recordable form (in such number of copies as the Administrative Agent shall have received evidence satisfactory to it that requested), with appropriate metes and bounds descriptions attached thereto (and the Security Documents are in full force and effect. The Borrower hereby authorizes the Administrative Agent and to deliver the Collateral Agent shall have received: (i) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are New Mortgage to be filed reflecting no a title company or other financing statements or filings which evidence Liens of other Persons Person for recording in the Collateral which are prior to appropriate land offices for 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 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 depositary bankproperties covered thereby); (iii) a Control completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Subsidiaries in the jurisdictions contemplated by the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (iv) with respect to each Mortgaged Property subject to the Lien of the Existing Mortgage, an endorsement by the respective title company of the policies of title insurance issued on the “Closing Date” under the Existing Credit Agreement with respect to each securities account maintained by the BorrowerLien of the Existing Mortgage, duly executed by insuring the Borrowervalidity and priority of the Liens created under the Existing Mortgage for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent. In addition, the Collateral Agent and Borrower shall have paid to the applicable securities intermediary; title company referred to in clause (iv) above all expenses and premiums of such other documentstitle company in connection with the issuance of such endorsement, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted shall have delivered evidence of such payment to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorAdministrative Agent.

Security Documents. Subject Notwithstanding anything to the receipt contrary contained herein or in any other Loan Document, within one Business Day of the Governmental Authorizations necessary for 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 provide a security interest be delivered to the Administrative Agent (a) the Security Agreement, duly executed and delivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as defined in the Regulated Assets, all filings Security Agreement) accompanied by undated stock powers executed in blank and recordings necessary, instruments evidencing the Pledged Debt (as defined in the opinion Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior and superior in right to perfect the any other Person (other than with respect to Liens contemplated to be granted to the Collateral Agent under the Security Documents expressly permitted by Section 7.02), which shall have been madedelivered to the Administrative Agent in proper form for filing, including a mortgage registration or deed recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of trust made by the Borrower and securing the Obligations against the real property owned or leased by the BorrowerLoan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 the Administrative Agent shall have received evidence satisfactory reasonably (d) Indebtedness of the Borrower or any Subsidiary incurred to it finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions thereof and Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 7.01(d); provided 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 such Indebtedness is incurred prior to, at the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements time of or filings which evidence Liens within 90 days after such acquisition or the completion of other Persons in such construction or improvement and (ii) the Collateral which are prior to sum of the Liens granted to the Collateral Agent in the Security Documents, except for any such prior Liens (a) which are expressly aggregate principal amount of Indebtedness permitted by this Agreement to be prior or clause (bd) shall not exceed the greater of $18,750,000 and 7.5% of Consolidated EBITDA for which the Collateral Agent has received a termination statementmost recently ended Reference Period at the time of incurrence of such Indebtedness; (e) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 7.01(e); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) a Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by sum of the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens aggregate principal amount of other Persons in the Collateral, except for any such Liens which are expressly Indebtedness permitted by this Agreement to be prior.clause (e) shall not exceed the greater of $50,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Reference Period at the time of incurrence of such Indebtedness;

Security Documents. Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a (i) The security interest interests in the Regulated Assets, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under as of the Security Documents Closing Date shall have been madecreated in favor of the Collateral Agent, including a mortgage or deed for the benefit of trust made by the Borrower and securing the Obligations against the real property owned or leased by the BorrowerSecured Parties, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent effect and the necessary notices, consents, acknowledgments, filings, registrations and recordings to preserve, protect and perfect the security interests in such Collateral Agent have been made immediately prior to the occurrence of the Closing Date such that the security interests granted in favor of the Collateral Agent, for the benefit of the Secured Parties, are filed, registered and recorded and will constitute a first-priority, perfected security interest in such Collateral free and clear of any Liens, other than Permitted Liens, and all related recordation, registration and/or notarial fees of such Collateral have been paid to the extent required. (ii) In addition, the Lenders shall have received: (iA) Uniform Commercial Code search certificates Copies of the Ground Lease, memoranda of leases and easements (or, where applicable, unrecorded instruments granting temporary or short-term access or use rights) reflecting that Borrower possesses all of the real property interests (including all required easements) reasonably necessary (A) for the ownership, construction, installation, completion, operation and maintenance of the Renewable Diesel Project in accordance in all material respects with all Legal Requirements, the Material Agreements, the Approved Project Budget and the Approved Project Schedule and (B) to provide adequate ingress and egress to and from the jurisdictions Site (but only to the extent such ingress and egress is not provided by a public road) for any reasonable purpose in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens connection with the ownership, construction, operation and maintenance of other Persons the Renewable Diesel Project for the purposes and on the terms set forth in the Collateral which are prior applicable Material Agreements (in each case, without material condition or restriction) (it being acknowledged that all such real property interests shall be subject to the Liens granted Mortgage described in clause (ii) below and will be covered by the Acceptable Survey delivered pursuant to Section 5.15(a)(i)). (B) the Mortgage giving a first priority lien in favor of the Collateral Agent in respect of any Mortgaged Property, each duly executed and delivered by the Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement Persons intended to be prior or parties thereto, duly recorded in the appropriate filing office, and in full force and effect, free and clear of all defects and encumbrances, other than Permitted Liens of the type referred to in clauses (a)(i) (but only to the extent such amounts are not due and delinquent), (b) for which (but only to the extent such amounts are not due and delinquent), (d) and (g) of the definition thereof; (C) a leasehold mortgagee policy of title insurance (or marked unconditional and irrevocable commitment to issue such policy), in each case together with such endorsements as are reasonably required by the Required Lenders in favor of the Collateral Agent has received to the extent available in the applicable jurisdiction at commercially reasonable rates (such policies and endorsements being hereinafter referred to collectively as the “Title Policy”), in the amount of $299,000,000, issued by Fidelity National Title Insurance Company or other title insurance company reasonably satisfactory to the Required Lenders (the “Title Company”), in form and substance reasonably satisfactory to the Required Lenders and insuring the Mortgage to be a termination statementvalid first priority Lien on Borrower’s interest in the Mortgaged Property, free and clear of all defects and encumbrances, other than (x) Permitted Liens of the type referred to in clauses (a)(i) (but only to the extent such amounts are not due and delinquent), (b) (but only to the extent such amounts are not due and delinquent), (d) and (g) of the definition thereof, (y) a general survey exception under the Title Policy (provided, however, that Borrower shall be required to cause such general survey exception to be deleted from the Title Policy in accordance with Section 5.15(a)) and (z) a general ▇▇▇▇▇▇▇▇’s lien exception as follows: “Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records” (provided, however, that Borrower shall use commercially reasonable efforts to cause such general mechanic’s lien exception to be limited to work performed in connection with the Renewable Diesel Conversion); (iiD) a Control Agreement completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (a “Flood Hazard Determination”) with respect to each deposit account that part of the Mortgaged Property on which a Building is located and, if such determination reveals that any Building is located in a Special Flood Hazard Area (x) Borrower shall have provided a Flood Notice Acknowledgement and (y) Borrower shall maintain or cause to be maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bankFlood Insurance; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (ivE) such other documentsconsents, instruments estoppels, agreements and agreements confirmations of third parties as are reasonably necessary to evidence that all other actions that the Collateral Agent Required Lenders may deem reasonably request necessary in order to create a valid first and perfect subsisting Lien on the property secured by the Mortgage, subject to Permitted Liens granted of the type referred to in clauses (a)(i) (but only to the Collateral Agent under extent such amounts are not overdue), (b) (but only to the Security Documentsextent such amounts are not overdue), (d) and (g) of the definition thereof have been taken, or otherwise as reasonably required by the Required Lenders; and (vF) such other evidence as proper fixture filings in form appropriate for filing under the Collateral Agent may reasonably request to establish Uniform Commercial Code of all jurisdictions that the Required Lenders may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Mortgage, subject to Permitted Liens granted of the type referred to in clauses (a)(i) (but only to the Collateral Agent under the Security Documents extent such amounts are perfected and prior not overdue), (b) (but only to the Liens extent such amounts are not overdue), (d) and (g) of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priordefinition thereof.

Security Documents. Subject The Loans and all amounts outstanding from time to time under the receipt Loan Documents shall be secured 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 the Governmental Authorizations necessary for Borrower and the Borrower to provide a Subsidiaries, now owned or hereafter acquired, and all proceeds and products of such assets. Lender’s security interest in the Regulated Assetsforegoing shall be created by and shall be subject to the provisions of the Security Agreement and the provisions of the applicable Intercreditor and Subordination Agreement to the extent provided therein. Promptly, all filings and recordings necessaryin any event within one (1) Business Day, following the formation (or, as applicable, incorporation) or acquisition 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 the DSM Lien) in the opinion of the Administrative Agent, to perfect the Liens contemplated to be granted to the Collateral Agent under 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 membership interests in License Sub A now owned or leased hereafter acquired by the Borrower, and all proceeds and products thereof. Lender’s security interest in the Administrative Agent foregoing shall have received evidence satisfactory be created by and shall be subject to it that the Security Documents are provisions of the Pledge Agreement and shall be subject to the provisions of the DSM Intercreditor and Subordination Agreement to the extent provided therein. c. A first-priority security interest (subject to the Ring Island Lien) in full force the membership interests in License Sub B and effectall Borrower Subsidiaries hereafter formed now owned or hereafter acquired by Borrower or any Borrower Subsidiary, and all proceeds and products thereof. The Administrative Agent Lender’s security interest in the foregoing shall be created by and shall be subject to the Collateral Agent provisions of the Pledge Agreement and shall have receivedbe subject to the provisions of the Ring Island Intercreditor and Subordination Agreement to the extent provided therein. d. Notwithstanding the provisions of Sections 2.5(a) through 2.5(c), inclusive, Lender acknowledges and agrees that: (i) Uniform Commercial Code search certificates from The obligations of Cricket under the jurisdictions DSM Promissory Note shall be secured by a first priority security interest in which Uniform Commercial Code financing statements are favor of DSM in and to be filed reflecting no other financing statements the membership interests owned by Borrower in License Sub A and the Licenses owned by License Sub A, in each case now owned or filings which evidence Liens hereafter acquired, and all proceeds and products of other Persons such assets (subject to exceptions as set forth in the Collateral which are prior DSM Security Documents). DSM’s security interests in the foregoing shall be created by and shall be subject to the Liens granted provisions of the DSM Security Documents. DSM’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to the Collateral Agent DSM Lien in such assets and membership interests, in each case to the extent provided herein and 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 Collateral Agent has received a termination statement;DSM Intercreditor and Subordination Agreement. (ii) The Guaranteed Obligations shall be secured by a Control Agreement with respect first priority security interest in favor of Ring Island in and to (x) the membership interests owned by Borrower or any Borrower Subsidiary in any Borrower Subsidiary (other than License Sub A) and (y) all tangible and intangible personal property, fixtures and owned real property, in each deposit account maintained case now owned or hereafter acquired, of Borrower or any Borrower Subsidiary (other than License Sub A), and all proceeds and products of such assets (subject to exceptions as set forth in the Ring Island Security Documents). Ring Island’s security interests in the foregoing shall be created by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted shall be subject to the Collateral Agent under provisions of the Ring Island Security Documents; and (v) . Ring Island’s security interest in the foregoing shall have priority over Lender’s security interest in such other evidence as assets, and Lender’s security interest in the Collateral Agent may reasonably request to establish that the Liens granted foregoing shall be subordinated to the Collateral Agent under the Security Documents are perfected Ring Island Lien in such assets and prior membership interests, in each case to the Liens of other Persons extent provided herein and in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be priorRing Island Intercreditor and Subordination Agreement.

Security Documents. Subject (i) 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 receipt Administrative Agent, as pledgee thereunder, all of the Governmental Authorizations necessary certificates representing the Pledged Securities, if any, referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Credit Party Pledge Agreement shall be in full force and effect. (ii) On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit F-2-A (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "NBA Team Pledge Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "NHL Team Pledge Agreement" and together with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and shall have delivered to the Administrative Agent, as pledgee thereunder for the Borrower benefit of the Lenders, (x) all of the certificates representing the Pledged Securities referred to provide a security interest therein, endorsed in the Regulated Assetsblank or accompanied by executed and undated stock powers and (y) executed copies of Partnership Notices delivered to each Pledged Entity and executed copies of Partnership Acknowledgements executed by such Pledged Entity, all filings and recordings necessarytogether with evidence that such other actions have been taken as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens contemplated security interests purported to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made created by the Borrower and securing respective Team Pledge Agreement (including evidence that each Pledged Entity has duly recorded the Obligations against the real property owned or leased security interest created by the Borrowerrespective Team Pledge Agreement on the partnership books and records of such Pledged Entity), and the Administrative Agent each Team Pledge Agreement shall have received evidence satisfactory to it that the Security Documents are be 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 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 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 depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) 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; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.