Common use of The Collateral Clause in Contracts

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by Liens as provided in the Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into, to the extent applicable, simultaneously with the execution of this Indenture and shall be secured by Liens as provided in the Collateral Documents hereafter delivered as required or permitted by this Indenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien provided for in the Collateral Documents is subject to and qualified and limited in all respects by the Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The Issuer hereby appoints Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. Prior to the Escrow Release Date, the Notes shall be secured as provided in the Escrow Agreement. From and after the Escrow Release Date, the due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company Issuer set forth in Section 7.6 7.7 and Section 8.6 8.5 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Security Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by first-priority Liens and security interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Collateral Security Documents which the Company RDA and the Subsidiary Guarantors, as the case may be, have entered into, to will enter into on the extent applicable, simultaneously with the execution of this Indenture Escrow Release Date and shall will be secured by Liens as provided in the Collateral all Security Documents hereafter delivered as required or permitted by this Indenture. (b) The Company Indenture and the Subsidiary Security Documents. The Collateral will also secure on a first-priority basis RDA’s and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (including any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Security Agreement and the Pulitzer Pari Intercreditor other Security Documents and, upon the consummation of the Assumption, the Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Agreement and the other Security Documents. The Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Security Agreement and the Pulitzer Pari Intercreditor Agreementother Security Documents. (cb) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to the terms of the Collateral Security Documents and the Junior Lien Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights rights, powers and discretions under the Collateral Security Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Lien Intercreditor Agreement in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral DocumentsSecurity Documents and the Junior Lien Intercreditor Agreement, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien provided for of this Indenture and the Security Documents in respect of the Collateral Documents Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Lien Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, Obligations shall be secured by Liens valid and perfected first liens on the inventory, accounts receivable, contract rights (including rights under the Acquisition Agreement) or proceeds thereof, notes receivable, general intangibles (including rights in and to bank and other depository accounts except that the Borrower and the Guarantors need not take any steps to perfect a lien on accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the total balance on deposit in such accounts shall not exceed $250,000), fixtures, furniture, equipment (other than aircraft and vehicles covered by a certificate of title law), Timberland (provided that the Timberland which is the subject of the Frontier Stumpage Contract will be subject to the rights of Frontier and its successors and assigns thereunder) and other land of the Borrower and the Guarantors, by the capital stock or other equity interests in the Collateral Documents which Subsidiaries owned by the Company Borrower, by the rights of STT II in the escrow referred to in Section 3.4(b)(v) hereof and by all equity interests in the Borrower and STP II, in each instance whether now owned or hereafter acquired (collectively the "Collateral"), and the Subsidiary Guarantors, Borrower and the Guarantors agree that they will from time to time at the request of the Administrative Agent or the Required Lenders execute and deliver and cause to be executed and delivered such documents and do such acts and things as the case Administrative Agent or Required Lenders may bereasonably request in order to provide for or perfect such liens. The foregoing to the contrary notwithstanding, have entered into(i) unless and until an Event of Default has occurred and is continuing the Borrower need not deliver any note receivable to the Administrative Agent which has a principal balance of $1,000,000 or less, (ii) the Administrative Agent's liens on the equity interests in the Borrower and STP II shall be subordinate to a lien thereon securing the Bridge Loan and (iii) the Collateral shall not include the Transferred Assets. The Borrower and the Guarantors agree to promptly, but in any event within 30 days of the date hereof, make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral are deposited (in the same form as received) in accounts maintained with, or under the dominion and control of, the Administrative Agent, such accounts to constitute special restricted accounts, the Borrower and the Guarantors acknowledging that the Administrative Agent has (and is hereby granted) a first priority lien on such accounts and all funds contained therein to secure the Obligations. If and to the extent applicablethat proceeds are deposited in accounts maintained with financial institutions other than the Administrative Agent, simultaneously it shall be a condition to the Borrower's and the Guarantors' right to so effect such deposits more than 30 days after the date hereof that the banks of account have delivered to the Administrative Agent letters satisfactory to the Administrative Agent in form and substance pursuant to which such banks of account acknowledge the Administrative Agent's lien thereon, waive any right of offset or bankers' liens thereon (other than with respect to account maintenance charges and returned items) and that collected amounts on deposit in such accounts will only be transferred to the Administrative Agent from and after notice from the Administrative Agent to that effect. The Lenders agree with the execution Borrower and the Guarantors that if and so long as no Event of this Indenture and shall be secured by Liens as provided Default has occurred or is continuing hereunder, amounts on deposit in the Collateral Documents hereafter delivered as required or permitted by this Indenture. accounts maintained with the Administrative Agent will (b) The Company subject to the rules and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all regulations of the Holders, the Collateral Administrative Agent and the Trustee, in each case pursuant to the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, and authorizes and directs effect applicable to demand deposit accounts) be made available to the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee Borrower and the Collateral Guarantors for use in the conduct of their businesses and the Administrative Agent will give no notice to perform its obligations and exercise its rights under other banks of account pursuant to the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreementimmediately preceding sentence. Upon the occurrence of an Event of Default, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, Administrative Agent may apply the Pulitzer Junior Intercreditor Agreement and funds on deposit in such accounts to the Pulitzer Pari Intercreditor Agreement in accordance therewithObligations. (d) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien provided for in the Collateral Documents is subject to and qualified and limited in all respects by the Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. Each Obligor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders and their respective Affiliates as hereinafter provided, a security interest in all of such Obligor’s right, title and interest in the following property, whether now owned by such Obligor or hereafter acquired and whether now existing or hereafter coming into existence, and wherever located (all being collectively referred to herein as “Collateral”), as collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations: (a) The due and punctual payment the respective shares of stock of the principal Issuers evidenced by the certificates identified in Annex 2 hereto under the name of such Obligor and all other shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Obligor, together with in each case the certificates evidencing the same (collectively, the “Pledged Stock”); (b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, premiumor otherwise in respect of, if anythe Pledged Stock; (c) without affecting the obligations of such Obligor under any provision prohibiting such action hereunder or under the Credit Agreement, and interest on in the Notes and event of any consolidation or merger in which any Issuer is not the Subsidiary Guarantees thereof when and as surviving corporation, all shares of each class of the same shall be due and payablecapital stock of the successor corporation (unless such successor corporation is such Obligor itself) formed by or resulting from such consolidation or merger (the Pledged Stock, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of together with all other obligations under certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this Indentureclause (c) being herein collectively called the “Stock Collateral”); (d) all limited liability company, partnership or other ownership interests of such Obligor in any Other Issuer, including, without limitation, the obligations respective ownership interests of the Company set forth Other Issuers identified in Section 7.6 Annex 3 hereto under the name of such Obligor, all certificates (if any) representing or evidencing such ownership interests, all right, title and Section 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by Liens as provided in the Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered intointerest in, to and under the extent applicablelimited liability company, simultaneously with partnership or other ownership agreements (the execution “Other Agreements”) of this Indenture and shall be secured by Liens as provided in the Collateral Documents hereafter delivered as required or permitted by this Indenture. any Other Issuers (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of including, without limitation, all of the Holdersright, title and interest as a member to participate in the Collateral Agent operation or management of any Other Issuers and all of its ownership interests under the TrusteeOther Agreements), and all present and future rights of such Obligor to (i) receive payment of money, any other property or assets in connection with its ownership interests and its rights under the Other Agreements, (ii) any claim which such Obligor now has or may in the future acquire against any Other Issuer and its property or arising out of or for breach of or default under any operating, partnership or other ownership agreement or otherwise relating to the property of any of the Other Issuers and (iii) terminate, amend, supplement, modify or waive performance under any operating, partnership or other ownership agreement, to perform thereunder and to compel performance and to otherwise exercise all remedies thereunder, in each case together with any certificates evidencing the same (all of said Collateral being pledged pursuant to this clause (d) herein collectively called the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement.“Pledged Interests”); (ce) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, consents and agrees to the terms of the Collateral Documents all rights (including, without limitation, the provisions right to the payment of money) of such Obligor (A) in any local marketing agreement, time brokerage agreement, program services agreement or any similar agreement providing for foreclosure(i) and such Obligor to program or sell advertising time on all or a portion of the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreementbroadcasting time of any television or radio station or (ii) any person other than such Obligor to program or sell advertising time on all or any portion of the broadcast time of any Station, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement(B) in any outsourcing agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect servicing agreement or as may be amended from time any similar agreement providing for such Obligor to time in accordance with their termsdeliver or receive non–programming related management and/or consulting services of any television station, and authorizes and directs (C) in respect of the Collateral Agent sale, barter or exchange by any Obligor of (i) advertising or programming time or services or (ii) management or consulting services (the foregoing rights herein called collectively “Accounts”); (f) to perform its obligations and exercise its the maximum extent such rights are assignable without violating the respective terms thereof, each Obligor’s rights under all present and future options pursuant to which such Obligor has the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent right to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreementacquire licenses, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreementpermits, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewith.authorizations or certificates to construct, own, operate or promote any television or radio broadcasting station; and (dg) The Trustee all proceeds of and each Holderto any of the property of such Obligor described above in this Section 3 (including, by accepting the Notes without limitation, all causes of action, claims and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as warranties now or hereafter constituted shall be held for by such Obligor in respect of any of the benefit of foregoing Collateral) and, to the extent related to any property described above or such proceeds, all the Holders books, correspondence, credit files, records, invoices and the Trustee, and that the Lien provided for in the Collateral Documents is subject to and qualified and limited in all respects by the Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunderother papers.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes Securities and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes Securities and the Subsidiary Guarantees thereof and the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by (i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into, to the extent applicable, into simultaneously with the execution of this Indenture and shall be secured by Liens as provided in the all Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent Holders and the Trustee, in each case pursuant to the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement Documents and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement Documents and the Pulitzer Pari Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes Securities and the Subsidiary Guarantees thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral DocumentsDocuments and the Intercreditor Agreement, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien provided for in of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The due and punctual payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes Securities and the Subsidiary Guarantees Guaranties thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Subsidiary Guarantees Guaranties thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes Securities and the Subsidiary Guarantees Guaranties thereof and the Collateral Security Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by second-priority Liens (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) and security interests subject to Permitted Liens, as provided in this Indenture and the Collateral Security Documents which the Company Issuers and the Subsidiary Guarantors, as the case may be, have entered into, to the extent applicable, into simultaneously with the execution of this Indenture and shall will be secured by Liens as provided in the Collateral all Security Documents hereafter delivered as required or permitted by this Indenture. (b) The Company , the Security Documents, the Intercreditor Agreement and the Subsidiary Second Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent or the Trustee, as the case may be, shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Collateral Security Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is and the Trustee are hereby authorized to execute and deliver the Collateral relevant Security Documents. Simultaneously with the execution of this Indenture, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, Issuers will deliver to the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, Collateral Agent a perfection certificate regarding the Pulitzer Junior Intercreditor Agreement Collateral in the form and substance reasonably satisfactory to the Pulitzer Pari Intercreditor AgreementRequired Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the Subsidiary Guarantees Guaranties thereof, consents and agrees to the terms of the Collateral Documents Security Documents, the Intercreditor Agreement and the Second Lien Intercreditor Agreement (including, without limitation, the respective provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, terms and authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Documents (including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements), the Intercreditor Agreement and the Second Lien Intercreditor Agreement and to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor AgreementSecurity Documents, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Second Lien Intercreditor Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the Subsidiary Guarantees Guaranties thereof, acknowledges that, as more fully set forth in the Collateral Security Documents, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeCollateral Agent as provided in the relevant Security Documents, and that the Lien provided for of this Indenture and the Security Documents in respect of the Trustee, the Collateral Documents Agent and the Holders is subject to and qualified and limited in all respects by the Collateral Security Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) The As collateral security for the prompt payment in full and performance when due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, (whether on an interest payment date, at stated maturity, by acceleration, repurchase, redemption by liquidation or otherwise) of the Secured Obligations to the Trustee on behalf of the Secured Parties in accordance with the Priority of Payments, the Issuer hereby pledges to the Trustee on behalf of the Secured Parties and grants the Trustee on behalf of the Secured Parties a first priority continuing security interest in, lien on and right of set-off against, all of the overdue principal of Issuer’s right, title and interest (in, to and under all property of the extent lawful)Issuer, if any, on the Notes whether now owned or hereafter acquired and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenturewhether now existing or hereafter coming into existence, including, without limitation, the obligations each Collateral Debt Obligation, all underlying instruments with respect to Collateral Debt Obligations, all of the Company set forth in Section 7.6 and Section 8.6 herein, and Issuer’s rights under the Notes and the Subsidiary Guarantees thereof and the Warehouse Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Administration Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Investment Management Agreement, each Warehouse Account, and all assets credited to and funds on deposit in each Warehouse Account and all proceeds of the Pulitzer Junior Intercreditor Agreement and foregoing, other than Excepted Property (collectively, the Pulitzer Pari Intercreditor Agreement, shall be secured by Liens as provided in the Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into, to the extent applicable, simultaneously with the execution of this Indenture and shall be secured by Liens as provided in the Collateral Documents hereafter delivered as required or permitted by this Indenture“Warehouse Collateral”). (b) The Company Issuer will: (i) deliver to the Warehouse Collateral Administrator any and all securities and instruments evidencing or otherwise relating to Warehouse Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Subsidiary Guarantors hereby agree Secured Parties may reasonably request, including by taking all steps necessary to ensure that all Collateral Debt Obligations are credited to the applicable Warehouse Account by the Warehouse Collateral Agent shall hold Administrator and held in accordance with the Warehouse Collateral in trust for Administration Agreement; (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the benefit of all of security interest granted hereunder or to enable the Holders, Controlling Party to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) promptly furnish or cause to be furnished to the Collateral Agent Senior Noteholder or Junior Noteholders any information that it may reasonably request concerning the Warehouse Collateral; and (iv) preserve and protect the Trustee’s first priority security interest in Warehouse Collateral, in each case pursuant and take or cause any action requested by a Secured Party and necessary to the terms of the Collateral Documentspreserve, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreementdefend, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreementprotect or perfect such first priority security interest. (c) Each Holder, by its acceptance of any Notes and Except as expressly permitted hereunder or under the Subsidiary Guarantees thereof, consents and agrees to the terms of the Warehouse Collateral Documents (including, without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Administration Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor AgreementIssuer will not sell, assign, pledge, grant any security interest in, exchange, transfer, hypothecate or otherwise dispose of or grant any option with respect to such Warehouse Collateral, or agree to do any of the Pulitzer Junior Intercreditor Agreement and foregoing, without the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewithprior written consent of Senior Commitment Party. (d) The Trustee and each HolderSecured Parties hereby appoint the Bank as “Trustee” to act on their behalf in accordance with this Agreement. If a Liquidation Event occurs, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, liquidation shall be effected as more fully set forth in Section 3.2. The Bank in each of its capacities under this Agreement shall have the same rights, protections, indemnities and immunities provided to the Bank as Warehouse Collateral DocumentsAdministrator under the Warehouse Collateral Administration Agreement (in addition to those provided herein). In connection with a resignation of the Bank as Warehouse Collateral Administrator, the ▇▇▇ Legacy Bank may resign from its other capacities pursuant to this Agreement. (e) The Issuer hereby irrevocably appoints the Trustee as its attorney-in-fact with full power of substitution and authorizes the Trustee to take any action and execute any instruments with respect to the Warehouse Collateral and that the Pulitzer Controlling Party may deem necessary or advisable in connection with (i) the Issuer’s grant of a security interest in the Warehouse Collateral as now or hereafter constituted shall be held to the Trustee for the benefit of all the Holders Secured Parties and any rights and remedies that the Trustee may exercise in respect thereof upon the occurrence a Liquidation Event, (ii) the filing of one or more financing or continuation statements with respect to the Warehouse Collateral, (iii) the filing of one or more termination statements upon the occurrence of the Closing Date, (iv) the sale, termination or other disposition of any Collateral Debt Obligations as provided herein or (v) accomplishing any other purposes of this Agreement. The Issuer agrees that the powers granted by this paragraph are exercisable at the direction of the Controlling Party and are not intended to impose the obligations of Issuer on the Trustee. The Trustee shall only be required to take actions or execute instruments under this Section 8.1(e) (including for the avoidance of doubt anything under Section 3.2) as directed by the Controlling Party. This power of attorney shall be binding upon, and that enforceable against, all beneficiaries, successors, assigns, transferees and legal representatives of the Lien provided for Issuer. (f) The security interest granted to secure the Secured Obligations hereunder shall be terminated and released and all rights in the Warehouse Collateral Documents is will revert to the Issuer upon final payment of all Secured Obligations and termination of all funding obligations of the Noteholders. In connection with such termination and release, the Trustee shall execute and deliver such documents, instruments and certificates as the Issuer shall reasonably require at the Issuer’s expense. The Secured Parties hereby authorize the Issuer or its agent to file a termination of any financing statement filed with respect to the Warehouse Collateral on or promptly after the Closing Date. Section 8.2 There shall at all times be a Trustee hereunder which shall be an independent organization or entity organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a rating of at least “Baa1” by Moody’s and qualified at least “BBB+” by S&P and limited having an office within the United States, and who makes the following representations: (a) The Trustee is not affiliated, as that term is defined under Rule 405 under the Securities Act, with the Issuer or with any Person involved in all respects the organization or operation of the Issuer. (b) The Trustee meets the requirements of Rule 3a-7(a)(4)(i) under the Investment Company Act. (c) On the date of its appointment as Trustee, the Bank acting as Trustee holds no indebtedness of the Issuer, it does not own any Notes for its own account and has no present intention of acquiring any Notes. For avoidance of doubt, any indebtedness or Notes held by the Collateral Documents and Bank in its capacity as custodian, trustee, nominee, agent or any such other capacity for the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may account of another party shall not be taken thereunderprohibited.

The Collateral. (a) The due Obligations shall be secured by valid and punctual payment perfected first Liens on all inventory, accounts receivable, equipment and other goods of the principal ofBorrowers and the Guarantors (including, premiumsubject to the provisions of this Section 4.1, if anyall capital stock of the Guarantors), together with all instruments, securities, chattel paper and interest intangibles of the Borrowers and the Guarantors and all proceeds of the foregoing, provided however that unless and until the Required Lenders otherwise elect (i) the Borrowers and the Guarantors shall not be required to note the Agent's Lien on any certificate of title issued for a vehicle or to perfect a Lien on fixtures or on inventory or equipment temporarily located at job sites outside of the jurisdiction where its chief executive office is located and (ii) no Guarantor, the fair market value of whose assets aggregate less than $250,000 shall be required to grant Liens on its assets to the Agent, further provided that (i) Liens on those accounts receivable arising under contracts of the Guarantors for which Seaboard Surety Company and/or its Affiliates or London Guarantee Insurance Company and/or its Affiliates or Reliance Insurance Company and/or its Affiliates have provided payment and/or performance bonds and on inventory and materials and equipment purchased for, installed in, or allocated to any such contracts, may be subject to prior Liens in favor of Seaboard Surety Company and/or its Affiliates, London Guarantee Insurance Company and/or its Affiliates and Reliance Insurance Company and/or its Affiliates to secure obligations in connection with such payment and performance bonds, (ii) no Lien need be granted on any asset subject to a lien permitted by Section 7.11(e), (i), (j), (k), (l) (as to Liens on fixed assets only), (m) or (n) (insofar as (n) relates to the extension, renewal or replacement of a Lien permitted by the subsections of Section 7.11 identified in this clause (ii)), or (o), (iii) no Lien need be granted on the Notes and the capital stock of an Unrestricted Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal capital stock or assets of and interest Designated Foreign Restricted Subsidiaries, (to the extent lawful), if any, iv) Liens need not be granted on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations stock of the Company set forth in Section 7.6 and Section 8.6 hereinCanadian Subsidiaries or Drake & ▇▇▇▇▇ Engineering (North) Ltd. or Drake & ▇▇▇▇▇ Engineering (South) Ltd., and the Notes Canadian Subsidiaries and the Subsidiary Guarantees thereof and the Collateral Documents, the Drake & ▇▇▇▇▇ Engineering (North) Ltd. and Drake & ▇▇▇▇▇ Engineering (South) Ltd. need not ▇▇▇▇▇ ▇ ▇▇▇▇ Passu Intercreditor Agreementon their assets prior to February 28, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement 1999 and the Pulitzer Pari Intercreditor Agreement, shall Liens so granted on the assets of the Canadian Subsidiaries may be secured by subject to Liens as provided in the Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into, to the extent applicable, simultaneously with the execution of this Indenture and shall be secured by Liens as provided in the Collateral Documents hereafter delivered as required or permitted by this Indenture. Section 7.11(f) hereof, (vi) no Liens need be granted on real property unless and until the Required Lenders so require, (vii) Liens granted may be subject to Liens permitted by clauses (a), (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders), the Collateral Agent and the Trustee, in each case pursuant to the terms of the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement. (c) Each Holderand (h) of Section 7.11 hereof, by its acceptance (viii) Liens need not be perfected on notes receivable having a fair value of less than $1,000,000 in any Notes instance and $5,000,000 in the Subsidiary Guarantees thereof, consents and agrees aggregate or on bonds or notes of the City of New York pledged to the terms City of New York in lieu of retainage and (ix) Liens need not be perfected on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by the Collateral Documents (includingother provisions of this Section 4.1) having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate. The Borrowers agree that they will, without limitationand will cause the Guarantors to, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time at the request of the Agent or the Required Lenders execute and deliver such documents and do such acts and things as the Agent or the Required Lenders may reasonably request in accordance with their terms, and authorizes and directs order to provide for or perfect such Liens on the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement in accordance therewithCollateral. (d) The Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien provided for in the Collateral Documents is subject to and qualified and limited in all respects by the Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder.