Common use of Collateral Clause in Contracts

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the Securities 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 Securities, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) All Indebtedness Each Holder, by its acceptance of a Securities, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the Second Lien/ Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Borrower and each Subsidiary of Collateral, (ii) authorizes the Borrower that is owing Collateral Agent to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, act on its behalf as “collateral agent” under this Indenture and the Collateral Representative shall have received Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of Second Lien Obligations and Junior Lien Obligations as set forth in the Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all such promissory notesLiens on Collateral granted by any grantor thereunder to secure any of the Second Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent to be filed, registered or recorded to create on behalf of the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens Secured Parties with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderby law. (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Second Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing Second Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerCollateral Documents. Furthermore, together with all attachments contemplated thereby. Notwithstanding anything each Holder, by accepting a Security, consents to the contrary hereinterms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Second Lien/Second Lien Intercreditor Agreement, with respect to the Multi-Lien Intercreditor Agreement, any security documents relating to real property Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other Second Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when Second Lien Obligations (other than the Securities) entitled to the extent benefit of the Second Lien/Second Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Second Lien/Second Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other Second Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting CollateralJunior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the extent that any holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such security interest intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not so granted and/or perfected on or prior itself the Collateral Agent, the Issuer will, upon request, deliver to the Conversion Date, then Holdings Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. 3.1 The Client agrees to provide Evergrande Securities (aHong Kong) All outstanding with cash and/or securities and/or other assets (“Collateral”) as may be agreed from time to time, as security for the Client obligations to Evergrande Securities (Hong Kong) under this Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned Options Trading Agreement. Such Collateral shall be paid or delivered to Evergrande Securities (Hong Kong) as demanded by the Borrower or any Subsidiary Guarantor, in each case, as Evergrande Securities (Hong Kong) from time to time. The amounts required by way of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties Collateral shall not be required to pledge any Excluded Stock and Stock Equivalents) and less than, but may exceed, the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions amounts as may be required by the Rules in respect of the Client’s open positions and delivery obligations, and further Collateral may be required by Evergrande Securities (Hong Kong) to grant reflect changes in market value. 3.2 The Client hereby authorizes Evergrande Securities (Hong Kong) to withdraw funds/stocks from Client’s Securities/Futures account(s) opened and perfect maintained with Evergrande Securities (Hong Kong) and transfer the same to Client’s Stock Options Trading Account or from Client’s Stock Options Trading Account to Client’s Securities/Futures account(s) for the purpose of settling or partially settling any of Clients debts or any other relevant financial obligations owed to Evergrande Securities (Hong Kong) in respect of Client’s Stock Options/Securities/Futures Account(s) maintained with Evergrande Securities (Hong Kong). 3.3 The Client shall on request provide Evergrande Securities (Hong Kong) with such security interestsauthority as Evergrande Securities (Hong Kong) may require under the Rules to authorize Evergrande Securities (Hong Kong) to deliver such securities, on directly or prior through an Stock Options Exchange Participant, to SEOCH as SEOCH Collateral in respect of Exchange Traded Stock Options Business resulting from the Client’s instructions to Evergrande Securities (Hong Kong); and Evergrande Securities (Hong Kong) does not have any further authority from the Client to borrow or lend the Client’s securities or otherwise part with possession (except to the date that is 120 days (Client or 180 days in on the case Client’s instructions) of Collateral consisting any of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionClient’s securities for any other purpose.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document Document, unless otherwise agreed by the Collateral Agent (acting at the direction of the Administrative Agent), shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as may be agreed to by the Administrative Agent in its sole reasonable discretion.

Collateral. The Administrative Agent (aor its counsel) All outstanding Stock shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Borrower directly owned Target and its Domestic Subsidiaries, to the extent delivered to Holdings by Holdings the Target prior to the Closing Date), to the extent certificated and all Stock required to be pledged as set out in the Loan Documents, and (ii) copies of each Subsidiary UCC financing statements for entities organized in the United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the Borrower directly owned United States shall be required to provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Borrower Administrative Agent), and to the extent any Collateral (including the grant or perfection of any Subsidiary Guarantorsecurity interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of such collateral and perfection therein shall not constitute a condition precedent to the availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, as subject to extensions to be reasonably agreed upon by the Administrative Agent). Without limiting the generality of the Conversion Dateprovisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have been pledged pursuant consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Administrative Agent shall have received all certificates, if any, representing notice from such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or Lender prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion proposed Closing Date or such longer period of time as may be agreed to by the Administrative Agent in specifying its sole discretionobjection thereto.

Collateral. (a) All outstanding Stock of the Borrower directly owned by US Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ Liens permitted hereunder. (d) US Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of US Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings . (e) The Guarantee shall be in full force and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretioneffect.

Collateral. The New Second Lien Notes Trustee and the Stone Noteholders shall have received: (aA) All outstanding Stock from the Issuers and the Subsidiary Guarantors, a counterpart of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.; (bB) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent New Second Lien Notes Trustee to be filed, registered or recorded to create the Liens liens intended to be created by any Security Document to be executed on the Conversion Date security document and to perfect such Liens liens to the extent required by, and with the priority required by, such Security Document security document shall have been delivered to the Collateral Representative in proper form New Second Lien Notes Trustee for filing, registration or recording and none of the Collateral collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ liens permitted hereunder.under the New Second Lien Notes Indenture; (dC) Holdings all Equity Interests of the Co-Issuer and all Equity Interests of each Restricted Subsidiary directly owned by the Borrower Issuers or any Subsidiary Guarantor, in each case as of the date hereof, and required to be delivered to the agent under the Credit Agreement pursuant to the terms thereof, shall deliver have been pledged pursuant to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings Agreement and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the contrary hereinSenior Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (D) the results of a search of the Uniform Commercial Code filings made with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Issuers and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Subsidiary Guarantors in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to jurisdictions reasonably requested by the Administrative Agent in its sole discretionNew Second Lien Notes Trustee or the Stone Noteholders and the copies of the financing statements disclosed by such search.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the Securities 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 Securities, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) All Indebtedness Each Holder, by its acceptance of a Securities, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower and each Subsidiary of Collateral, (ii) authorizes the Borrower that is owing Collateral Agent to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, act on its behalf as “collateral agent” under this Indenture and the Collateral Representative shall have received Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all such promissory notesLiens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent to be filed, registered or recorded to create on behalf of the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens Secured Parties with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderby law. (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerCollateral Documents. Furthermore, together with all attachments contemplated thereby. Notwithstanding anything each Holder, by accepting a Security, consents to the contrary hereinterms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, with respect to the Multi-Lien Intercreditor Agreement, any security documents relating to real property Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Securities) entitled to the extent benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting CollateralJunior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the extent that any holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such security interest intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not so granted and/or perfected on or prior itself the Collateral Agent, the Issuer will, upon request, deliver to the Conversion Date, then Holdings Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. The Notes and the Note Guarantees are secured by the Note Liens on the Collateral, subject to Permitted Liens and the exclusion of Excluded Property, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement (aif a Revolving Credit Facility is entered into) All outstanding Stock and the Security Documents. If the Issuer, the Co-Issuer, any Guarantor or Absaloka enters into a Revolving Credit Facility after the date of the Borrower directly owned Indenture on the terms permitted by Holdings and all Stock of each Subsidiary the Indenture, the Revolving Lenders will be entitled, pursuant to an Intercreditor Agreement to be entered into on such terms set forth in Section 9.07 of the Borrower directly owned by Indenture, to a Revolving Facility First-Priority Lien on the Borrower or any Subsidiary GuarantorRevolving Facility First-Priority Collateral, in each case, as and the holders of the Conversion Date, shall Notes would have been pledged a Note Second-Priority Lien on the Revolving Facility First-Priority Collateral. The Note Collateral Agent holds the Note Lien on the Collateral in trust for the benefit of the Trustee and the Holders pursuant to the Pledge Agreement Indenture, the Security Documents and (except that such Credit Parties shall not be required if applicable) the Intercreditor Agreement. Each Holder, by accepting this Note, consents and agrees to pledge any Excluded Stock the terms of the Security Documents (including the provisions providing for the foreclosure and Stock Equivalentsrelease of Collateral) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under Intercreditor Agreement on the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed terms set forth in blank. (b) All Indebtedness Section 9.07 of the Borrower Indenture as the same may be in effect or may be amended from time to time in accordance with their terms and each Subsidiary of the Borrower that is owing Indenture, and authorizes and directs the Note Collateral Agent to enter into the Borrower or a Subsidiary Guarantor shall, to Security Documents and the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Intercreditor Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed to perform its obligations and exercise its rights thereunder in blankaccordance therewith. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. The New Second Lien Notes Trustee and the Bridge Loan Lenders shall have received: (aA) All outstanding Stock from the Issuers and the Subsidiary Guarantors (as defined below), a counterpart of the Borrower directly owned by Holdings collateral agreement and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, ancillary security documents (in each casecase in form and substance consistent with the collateral agreement and ancillary security documents with respect to the Bridge Loans and the New Second Lien Notes Indenture attached hereto as Exhibit A, and otherwise reasonably acceptable to the Stone Noteholders and the Bridge Loan Lenders) to be entered into among the Issuers, the Subsidiary Guarantors and the New Second Lien Notes Trustee, as of collateral agent (the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the “Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.”); (bB) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent New Second Lien Notes Trustee to be filed, registered or recorded to create the Liens liens intended to be created by any Security Document to be executed on the Conversion Date security document and to perfect such Liens liens to the extent required by, and with the priority required by, such Security Document security document shall have been delivered to the Collateral Representative in proper form New Second Lien Notes Trustee for filing, registration or recording and none of the Collateral collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ liens permitted hereunder.under the New Second Lien Notes Indenture; (dC) Holdings all Equity Interests (as defined in the Bridge Loan Agreement) of the Co-Issuer and all Equity Interests of each Restricted Subsidiary (as defined in the Borrower Bridge Loan Agreement) directly owned by the Issuers or any Subsidiary Guarantor, in each case as of the date hereof, and required to be delivered to the agent under the new reserve-based revolving credit agreement dated on or about the Closing Date (the “Credit Agreement”) pursuant to the terms thereof, shall deliver have been pledged pursuant to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings Agreement and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the contrary hereinSenior Lien Intercreditor Agreement (as defined below)) shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (D) the results of a search of the Uniform Commercial Code filings made with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Issuers and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Subsidiary Guarantors in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to jurisdictions reasonably requested by the Administrative Agent in its sole discretionNew Second Lien Notes Trustee or the Institutional Bridge Loan Lenders and the copies of the financing statements disclosed by such search.

Collateral. The Obligations, Hedging Liability, and Bank Product Liability shall be secured by (a) All outstanding Stock valid, perfected, and enforceable Liens of the Borrower directly owned by Holdings Administrative Agent on all right, title, and all Stock interest of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary and each Guarantor, in all Ownership Interests held by such Person in each caseof its Subsidiaries, as of the Conversion Datewhether now owned or hereafter formed or acquired, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) all proceeds thereof, and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness valid, perfected, and enforceable Liens of the Administrative Agent on all right, title, and interest of each Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallin all personal property, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreementfixtures, and the Collateral Representative shall have received all such promissory notesreal estate, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code whether now owned or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered hereafter acquired or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required byarising, and with all proceeds thereof, other than Excluded Collateral and other than the priority required byreal property set forth on Schedule 4.1 attached hereto (collectively, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for “▇▇▇▇▇▇▇▇ permitted hereunder. Properties”); provided, however, that: (di) Holdings and the Borrower shall deliver Lien of the Administrative Agent on Property subject to the Collateral Agent a completed Perfection CertificateCapital Lease or conditional sale agreement or subject to a purchase money lien, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property in each instance to the extent constituting Collateralpermitted hereby, shall be subject to the extent that any such security interest is not so granted and/or perfected on rights of the lessor or prior to the Conversion Datelender thereunder, then Holdings (ii) until a Default or Event of Default exists and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be thereafter until otherwise required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent or the Required Lenders, Liens on local ▇▇▇▇▇ cash deposit accounts maintained by any Borrower and its Subsidiaries in its sole discretionproximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected, exclusive of Excluded Collateral, shall not exceed $250,000 in the aggregate, and (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $1,000,000 in the aggregate.

Collateral. (a) All outstanding Stock Receipt by the Administrative Agent of the Borrower directly owned by Holdings and all Stock following: (i)(A) searches of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or filings in the jurisdiction of organization of each Loan Party and each other applicable personal property and financing statements, reasonably requested jurisdiction deemed appropriate by the Collateral Administrative Agent to be filedand (B) tax lien and judgment searches; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, registered or recorded to create in the Liens intended to be created by any Security Document to be executed on the Conversion Date and Administrative Agent’s discretion, to perfect such Liens to the extent required by, and with Administrative Agent’s security interest in the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that required by the Security Agreement; (iii) all certificates evidencing any such security interest is not so granted and/or perfected on or prior certificated Equity Interests pledged to the Conversion DateAdministrative Agent pursuant to the Security Agreement, then Holdings and together with duly executed in blank, undated stock powers attached thereto (provided, that, with respect to the Borrower each agrees to deliver or cause delivery of certificates evidencing Equity Interests of any Foreign Subsidiary that are required to be delivered pursuant to this clause (iii), if any such documents and instruments, and take or cause certificates are not available to be taken delivered as of the Initial Funding Date after the Borrower’s use of commercially reasonable efforts to do so, delivery of such other actions as may certificates shall not be a condition precedent to the occurrence of the Initial Funding Date, but instead such certificates shall be required to grant and perfect such security interests, on or prior be delivered to the date that is 120 Administrative Agent no later than thirty (30) days following the Initial Funding Date (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time later date as may be is agreed to by the Administrative Agent in its sole discretion)); (iv) to the extent required to be delivered pursuant to the Security Agreement, all instruments, documents and chattel paper in the possession of any Loan Party, together with allonges or assignments as may be necessary to perfect the Administrative Agent’s security interest therein; (v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices; and (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties.

Collateral. (a) All outstanding Capital Stock of the Borrower directly owned by Holdings and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (bi) All Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Borrower and each Subsidiary of the Borrower $10,000,000 (individually) that is owing to the Borrower or a any Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, shall be evidenced by one or more global a promissory notes note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including Uniform Commercial Code UCC or other applicable personal property security financing statements and financing statementsIntellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed Documents on the Conversion Date Collateral owned by the Borrower and to the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative Agent in proper appropriate form for filing, registration or recording under the UCC and none of with the Collateral shall be subject to any other pledgesUnited States Patent and Trademark Office or the United States Copyright Office, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderas applicable. (d) Holdings and the Borrower shall deliver to the The Collateral Agent shall have received a completed Perfection Certificate, executed dated as of the Closing Date and delivered signed by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to contained in this Agreement or the extent constituting Collateralother Credit Documents, to the extent that any such security interest in any Collateral is not so granted or cannot be provided and/or perfected on or prior the Closing Date (other than the pledge and perfection of the security interests (i) in the certificated Capital Stock, if any, of the Borrower and any wholly owned Domestic Restricted Subsidiary that is not an Immaterial Subsidiary (to the Conversion Dateextent required by Section 6.2(a)) and (ii) in other assets pursuant to which a security interest may be perfected by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then Holdings the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the initial Credit Event to occur on the Closing Date and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Target or any wholly owned material U.S. restricted subsidiary of the Target not delivered on the Closing Date, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) 5 Business Days after the Conversion Closing date, and with respect to any other such Collateral, on or prior to the date that is 90 days after the Closing Date or or, in each case, such longer period of time as may be mutually agreed to by the Administrative Collateral Agent in its sole discretionand the Borrower, each acting reasonably.

Collateral. (a) All outstanding Stock The power to effect the sale of the Borrower directly owned by Holdings and Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Collateral shall have been pledged pursuant to sold or all amounts payable on the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Notes shall have received all certificatesbeen paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, if anyupon directions in accordance with Section 6.12 hereof, representing postpone any public sale by public announcement made at the time and place of such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blanksale. (b) All Indebtedness of Unless required by applicable law, the Borrower and each Subsidiary of Indenture Trustee shall not sell to a third party the Borrower that is owing to the Borrower Collateral, or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankany portion thereof except as permitted under Section 6.3(d) hereof. (c) All documents In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and instrumentspurchase the property offered for sale, including Uniform Commercial Code and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or other applicable personal property any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and financing statementsthe Notes, reasonably requested in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Collateral Agent without recourse, representation or warranty in any portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to be filedtransfer and convey the Issuer’s interest in any portion of the Collateral in connection with a sale thereof, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect take all action necessary to effect such Liens sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the extent required byapplication of any moneys; and (v) The method, manner, time, place and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none terms of any sale of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereundercommercially reasonable. (dvi) Holdings Except as set forth in Section 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and purchase the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to Timeshare Loans offered for sale by the Administrative Agent Indenture Trustee in its sole discretionSection 6.16(c)(i) above.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ Liens permitted hereunder. (d) Holdings and the The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralset forth above, to the extent any security interest (other than to the extent that any a lien on the Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the creation or perfection of such security interest is shall not so granted and/or perfected on or prior constitute a condition precedent to the Conversion Date, then Holdings and availability of the Borrower each agrees to deliver or cause Initial Term Loans on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such documents and instruments, and take or cause to be taken such other actions later date as may be required to grant reasonably agreed by the Borrower and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion(with respect to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned principal of, interest on and other amounts (if any) owing in respect of, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holdings acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest on and other amounts (if any) owing in respect of, the Notes and performance of all Stock other obligations of Funding Corp. to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured by the Indenture Collateral as provided in this Indenture and in the Security Documents, each of which has been entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Subsidiary of the Borrower directly owned by Security Documents (including, without limitation, the Borrower or any Subsidiary Guarantor, in each caseprovisions providing for foreclosure and release of Indenture Collateral), as of the Conversion Date, shall have been pledged pursuant each may be in effect or may be amended from time to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed time in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreementaccordance with its terms, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents authorizes and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by directs the Collateral Agent to be filed, registered or recorded to create enter into each of the Liens intended to be created by any Security Document to be executed on the Conversion Date Documents and to perfect such Liens perform its obligations and exercise its rights thereunder in accordance therewith. Funding Corp. shall deliver to the extent required by, and with the priority required by, such Security Document shall have been Trustee copies of all documents delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver Agent pursuant to the Collateral Agent a completed Perfection CertificateSecurity Documents, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver will do or cause to be delivered done all such documents acts and instrumentsthings as may be necessary or proper, and take or cause to be taken such other actions as may be required by the provisions of the Security Documents, to grant assure and perfect such confirm to the Trustee and the Collateral Agent the security interestsinterest in the Indenture Collateral contemplated hereby and 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. Funding Corp. shall take upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of Funding Corp. hereunder and under the Notes, a valid and enforceable perfected first priority Lien in and on all the Indenture Collateral, in favor of the Collateral Agent or the Trustee, as the case may be, for the benefit of the Holders of Notes, superior to and prior to the date that is 120 days (or 180 days in the case rights of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed all third Persons and subject to by the Administrative Agent in its sole discretionno other Liens other than Permitted Liens.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Note Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged 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 terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Security Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Security Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Security Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Security Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Security Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Security Documents. (b) All Indebtedness Each Holder, by its acceptance of a Note, 1. consents and agrees to the terms of each Security Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower Collateral, 2. authorizes the Collateral Agent to act on its behalf as “collateral agent” under this Indenture and each Subsidiary the Security Documents, 3. authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Borrower that Secured Parties as the Collateral Agent under this Indenture and the Security Documents, 4. authorizes and directs the Collateral Agent to enter into the Security Documents to which it is owing or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, 5. authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Security Documents to which the Collateral Agent is a party and 6. authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrower or a Subsidiary Guarantor shall, to Collateral Agent by the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to terms of the Pledge Agreement, Security Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral Representative shall have received all such promissory notesgranted by any grantor thereunder to secure any of the First Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Security Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent to be filed, registered or recorded to create on behalf of the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens Secured Parties with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderby law. (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerSecurity Documents. Furthermore, together with all attachments contemplated thereby. Notwithstanding anything each Holder, by accepting a Note, consents to the contrary hereinterms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, with respect to the Multi-Lien Intercreditor Agreement, any security documents relating to real property other Intercreditor Agreement and the Security Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Notes) entitled to the extent benefit of the First Lien/First Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting CollateralJunior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officer’s Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the extent that any holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such security interest intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not so granted and/or perfected on or prior itself the Collateral Agent, the Issuer will, upon request, deliver to the Conversion Date, then Holdings Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSecurity Documents.

Collateral. (a) All outstanding Stock The Borrower, as security for the prompt payment and performance of the Secured Obligations when due, hereby assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Issuing Lender a Lien on and a security interest in all assets of the Borrower directly owned by Holdings other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to and under the Regulatory Account and the Administrative Account, including the Borrower’s right, title and interest (now existing or hereafter acquired or arising) in, to and under the following (collectively, the “Collateral”): (i) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Reinsurance Trustee in such interest; (ii) the Surplus Account, and all Stock Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all certificates and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of each Subsidiary the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant to the Priority of Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the Securities Account Control Agreement) unless an Event of Default has occurred and is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent that, such disposition is made, and the proceeds are applied, in accordance with the Priority of Payments; (iii) all rights, if any, of the Borrower directly owned in (A) all Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (B) all certificates and Instruments, if any, from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Ceding Company in such rights; (iv) any and all of the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents to which it is a party, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (v) all other property or rights delivered or assigned by the Borrower or any Subsidiary Guarantoron its behalf to the Issuing Lender from time to time under this Agreement or otherwise, in each case, as to secure or guarantee payment of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.Secured Obligations; and (bvi) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amountnot covered above, be evidenced by one or more global promissory notes all products and shall have been pledged pursuant to the Pledge Agreementproceeds of, and the Collateral Representative shall have received all such promissory notesdividends, together with instruments of transfer collections, earnings, accruals, and other payments with respect thereto endorsed in blank. (c) All documents and instrumentsto, including Uniform Commercial Code any or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none all of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderforegoing. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock The Company will cause the Collateral to constitute at all times 100% of the Borrower directly owned by Holdings and all total number of shares of each class of Capital Stock of each Subsidiary Issuer then outstanding and 100% of all Intercompany Notes issued to the Company at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as total combined voting power of the Conversion DateVoting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America, or on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities be pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankhereunder). (b) All Indebtedness So long as no Event of Default shall have occurred and be continuing, the Borrower Company shall have the right to exercise all voting, consensual and each Subsidiary other powers of ownership pertaining to the Borrower Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in any manner that is owing inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Borrower Company or a Subsidiary Guarantor shall, cause to be executed and delivered to the extent exceeding $10,000,000 in aggregate principal amountCompany all such proxies, be evidenced by one or more global promissory notes powers of attorney, dividend and shall have been pledged other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankthis Section 5.4(b). (c) All documents The Company shall be entitled to receive and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by retain any dividends on the Collateral Agent paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Company shall be entitled to be filed, registered or recorded to create the Liens intended to be created by receive any Security Document to be executed dividends on the Conversion Date and to perfect such Liens Collateral paid in cash to the extent required by, and with the priority required by, such Security Document shall have been delivered necessary to fund Restricted Payments permitted pursuant to the Collateral Representative in proper form for filing, registration or recording and none penultimate paragraph of Section 9.15 of the Collateral shall be subject to any other pledgesCredit Agreement (“Permitted Distributions”), security interests whether or mortgages, except for ▇▇▇▇▇ permitted hereundernot an Event of Default has occurred and is continuing. (d) Holdings If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Borrower Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees to execute and deliver to the Collateral Administrative Agent a completed Perfection Certificateappropriate additional dividend, executed distribution and delivered by an Authorized Officer other orders and documents to that end, provided that if such Event of Holdings and the BorrowerDefault is cured, together with all attachments contemplated thereby. Notwithstanding anything any such dividend or distribution theretofore paid to the contrary hereinAdministrative Agent shall, with respect to any security documents relating to real property upon request of the Company (except to the extent constituting Collateral, theretofore applied to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion DateSecured Obligations), then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to returned by the Administrative Agent in its sole discretionto the Company.

Collateral. (a) All outstanding Capital Stock of the Borrower directly owned by Holdings and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative collateral agent under the Term Loan Credit Documents shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of Holdings, the Borrower and each Subsidiary of the Borrower that is owing to any Credit Party that is a party to the Borrower or a Subsidiary Guarantor Pledge Agreement as of the Closing Date shall, to the extent exceeding $10,000,000 in aggregate principal amount2,500,000 (individually), be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and security financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed on the Conversion Date Documents and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative in proper form Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderrecording. (d) Holdings and the Borrower The Administrative Agent shall deliver to the Collateral Agent have received a completed Perfection Certificate, executed dated the Closing Date and delivered signed by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any Collateral (other than Collateral consisting of the Capital Stock of the Borrower and the Capital Stock of any Domestic Subsidiary required to be pledged pursuant to Section 6.2(a)), the security documents relating to real property interest in which may not be perfected by the filing of a UCC financing statement, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the extent constituting CollateralClosing Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Event to occur on the Closing Date. To the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Closing Date, then Holdings and the Borrower each agrees agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 60 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as may be agreed to by the Administrative Collateral Agent in its sole discretion.

Collateral. (a) All outstanding Stock Receipt by the Administrative Agent of the Borrower directly owned by Holdings and all Stock following: (i)(A) searches of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or filings in the jurisdiction of organization of each Loan Party and each other applicable personal property and financing statements, reasonably requested jurisdiction deemed appropriate by the Collateral Administrative Agent to be filedand (B) tax lien and judgment searches; (ii) Uniform Commercial Code financing statements for each appropriate jurisdiction as is necessary, registered or recorded to create in the Liens intended to be created by any Security Document to be executed on the Conversion Date and Administrative Agent’s discretion, to perfect such Liens to the extent required by, and with Administrative Agent’s security interest in the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that required by the Security Agreement; (iii) all certificates evidencing any such security interest is not so granted and/or perfected on or prior certificated Equity Interests pledged to the Conversion DateAdministrative Agent pursuant to the Security Agreement, then Holdings and together with duly executed in blank, undated stock powers attached thereto (provided, that, with respect to the Borrower each agrees to deliver or cause delivery of certificates evidencing Equity Interests of any Foreign Subsidiary that are required to be delivered pursuant to this clause (iii), if any such documents and instruments, and take or cause certificates are not available to be taken delivered as of the Effective Date after the Borrower’s use of commercially reasonable efforts to do so, delivery of such other actions as may certificates shall not be a condition precedent to the occurrence of the Effective Date, but instead such certificates shall be required to grant and perfect such security interests, on or prior be delivered to the date that is 120 Administrative Agent no later than thirty (30) days following the Effective Date (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time later date as may be is agreed to by the Administrative Agent in its sole discretion.)); (iv) to the extent required to be delivered pursuant to the Security Agreement, all instruments, documents and chattel paper in the possession of any Loan Party, together with allonges or assignments as may be necessary to perfect the Administrative Agent’s security interest therein; (v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices; and (vi) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties

Collateral. (a) All outstanding Stock The Parent will cause the Collateral to constitute at all times 100% of the Borrower directly owned by Holdings and all total number of shares of each class of Capital Stock of each Subsidiary Issuer then outstanding and 100% of all Intercompany Notes issued to the Parent at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as total combined voting power of the Conversion DateVoting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities be pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankhereunder). (b) All Indebtedness So long as no Event of Default shall have occurred and be continuing, the Borrower Parent shall have the right to exercise all voting, consensual and each Subsidiary other powers of ownership pertaining to the Borrower Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other instrument or agreement referred to herein or therein, provided that the Parent agrees that it will not vote the Collateral in any manner that is owing inconsistent with the terms of this Agreement, the Credit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Borrower Parent or a Subsidiary Guarantor shall, cause to be executed and delivered to the extent exceeding $10,000,000 in aggregate principal amountParent all such proxies, be evidenced by one or more global promissory notes powers of attorney, dividend and shall have been pledged other orders, and all such instruments, without recourse, as the Parent may reasonably request for the purpose of enabling the Parent to exercise the rights and powers that it is entitled to exercise pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankthis Section 5.4(b). (c) All documents The Parent shall be entitled to receive and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by retain any dividends on the Collateral Agent paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Parent shall be entitled to be filed, registered or recorded to create the Liens intended to be created by receive any Security Document to be executed dividends on the Conversion Date and to perfect such Liens Collateral paid in cash to the extent required by, and with necessary to fund Restricted Payments by the priority required by, such Security Document shall have been delivered Parent permitted pursuant to the Collateral Representative in proper form for filing, registration or recording and none penultimate paragraph of Section 9.15 of the Collateral shall be subject to any other pledgesCredit Agreement (“Permitted Distributions”), security interests whether or mortgages, except for ▇▇▇▇▇ permitted hereundernot an Event of Default has occurred and is continuing. (d) Holdings If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Borrower Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Parent agrees to execute and deliver to the Collateral Administrative Agent a completed Perfection Certificateappropriate additional dividend, executed distribution and delivered by an Authorized Officer other orders and documents to that end, provided that if such Event of Holdings and the BorrowerDefault is cured, together with all attachments contemplated thereby. Notwithstanding anything any such dividend or distribution theretofore paid to the contrary hereinAdministrative Agent shall, with respect to any security documents relating to real property upon request of the Parent (except to the extent constituting Collateral, theretofore applied to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion DateSecured Obligations), then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to returned by the Administrative Agent in its sole discretionto the Parent.

Collateral. 6. The Obligor(s) represent(s) that it is his/their intention to pledge and hereby pledges the deposits as specified in the Schedule of pledged deposits hereto (ahereinafter referred to as “Deposits”) All outstanding Stock in favor of the Borrower directly owned Bank to secure repayment by Holdings the Obligor(s), to the Bank, of the Overdraft Facility outstanding from time to time and payment of interest and all Stock of each Subsidiary other amount payable by the Obligor(s) hereunder. 7. The amount of the Borrower directly owned Overdraft Facility shall depend on the value of the Deposits which are the subject matter of the pledge this Agreement (as mentioned in the Schedule or the Supplementary Schedules hereto) at the time of the grant of the Overdraft Facility, margin requirements and other internal Bank policies.. 8. The overdraft facility is the maximum limit beyond which, the obligor (s) cannot draw. The Overdraft Facility so sanctioned/ granted / agreed to be granted by the Borrower or any Subsidiary Guarantor, in each case, as Bank shall depend on the value of the Conversion DateDeposits under pledge The margin requirements applicable may be applied at an account level or at an individual security level, and may be different across accounts and across deposits. 9. The Obligor(s) undertake(s) that being the present beneficial owner(s) of the Deposits held in the deposit account, the Obligor(s) shall have been follow the Regulations/ Law for creating pledge of the Deposits in favour of the Bank. 10. This deposit shall be held by you as security for the Facility and shall be applied against any other indebtedness or liability of the undersigned which is existing or hereafter arises; which may be direct or contingent, due or may become due, to you or to any of your affiliates or subsidiaries, or to any of your or their offices, branches, or agents. 11. The Obligor(s) acknowledge(s) and confirm(s) that the Bank shall hold the pledge over the Deposits in accordance with the terms of this agreement, The Obligor(s) undertake(s) that being the present owner(s) of the other deposits not held in the Deposit account, the procedure prescribed by the respective issuers / other intermediaries or agencies appointed by him/them on his/their behalf shall be followed to create the pledge in favor of the Bank.. 12. The Deposits that are pledged pursuant / charged / assigned shall be valued at regular intervals. The interval may be intraday / daily / weekly / fortnightly or such other frequency as the Bank may decide from time to time. The Facility shall accordingly be revised upwards or downwards based on the Pledge Agreement (except that such Credit Parties valuation and the margin requirements as may be applicable from time to time. The Bank‟s decision on the valuation of the Deposits shall not be required to pledge any Excluded Stock and Stock Equivalentsbinding on the Obligor(s) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Obligor hereby undertakes not to raise any claims/demands/disputes in blankthis regard. (b13. The Obligor(s) All Indebtedness agree(s) that any accretion to the said deposits by way of, interest credit, and other benefits from time to time accruing in respect of the said Deposits or any part thereof shall be deemed to be pledged with the Bank and that the parties agree that there is no need for signing any additional supplementary pledge in this respect. However, the Borrower and each Subsidiary the Third Party Pledgor(s) agree to execute/sign all such other documents / forms / letters as may be deemed necessary by the Bank for this purpose. 14. If any of the Borrower Deposits are to be withdrawn from the pledge created in favor of the Bank or in case any fresh deposits are pledged in addition to existing Deposits or in substitution of any Deposits withdrawn, the procedure under Regulations shall be followed. 15. The list of Deposits accepted as collateral, valuation of the deposits, margin requirements and the amount of the Overdraft Facility may change from time to time and that the same shall be the exclusive decision of the Bank and shall be binding on the Obligor(s). The amount of the Overdraft Facility disbursed is owing repayable unconditionally on demand without any demur or protest at the Bank‟s absolute discretion. The Bank may, at its sole discretion, permit the Obligor(s) to provide new deposits at the same, or at different “loan to value” (hereinafter referred to as “LTV”) ratios, from time to time. 16. Notwithstanding anything contained in this Agreement, the Borrower(s) hereby pledges and shall be deemed to have pledged forthwith upon issue of the Deposits (in the case of those deposits which have not so far been issued) as security for repayment of the Overdraft Facility along with interest and other amounts payable hereunder. The Borrower(s) hereby records that the evidences, passbooks or any other document evidencing the right, title and interest of the Borrower(s) as the holder of the Deposits shall be deposited and shall be deemed to have been deposited by the Borrower(s) as having been given upon the occasion of the deposit of the Deposits as marketable deposits as and by way of security by way of pledge for repayment of the Overdraft Facility and this instrument accordingly. 17. It is hereby agreed that the Obligor(s) shall always maintain such a margin of Security as prescribed by the Bank from time to time, however, that at no time the aggregate outstanding amount of the Overdraft Facility, interest and other amounts payable shall exceed the value of the Deposits and such margin. In the event the aggregate outstanding amount of the Overdraft Facility and other amounts payable by the Obligor(s) exceed the value of the Deposits and the margin, the Obligor(s) shall jointly and severally provide additional or further deposits so as to ensure that the minimum margin of security is as required by the Bank and/or the regulations prescribed by the Reserve Bank of India and/or any other law(s). If such additional or further deposit is not provided, the Obligor(s) shall repay such amount that exceeds such margin and in the event of any of them failing to do so, whether or not any notice has been issued by the Bank, the Bank shall have the right to liquidate the deposits as aforesaid and adjust the proceeds towards the outstanding overdraft amount in the account. And further that in the event of any default of any of the terms and conditions of the Overdraft Facility including failure to maintain the minimum margin of Deposits, as aforesaid, the Bank shall have the right to liquidate the Deposits without any consent of the Obligor(s), but with a notice to the Primary Borrower to liquidate the deposit Such demand for the replenishment of the margin may be made by the Bank or any third party appointed by the Bank either by phone, fax, email, SMS, telegram or by letter in writing to any of the Borrowers/Obligor(s)/Guarantors and irrespective as to whether or not it may have been signed on behalf of the Bank, and the notice so given shall be binding upon and valid against all the Obligor(s). 18. The pledged Deposits would be a Subsidiary Guarantor shall, continuing security to the extent exceeding $10,000,000 Bank for all monies which are due from the Obligor(s). It is declared by the Obligor(s) that the said Deposits are free from any charge and that the Obligor(s) hereby undertake(s) to keep them and ensure that the same remains as such during the time said Deposits are pledged with the Bank. 19. Any change in aggregate principal amount, the Deposits hereby pledged may be evidenced effected by the execution of one or more global promissory notes Supplementary Schedule(s). Such Supplementary Schedule(s) shall be form a part and parcel of this Agreement and shall not require execution of a fresh agreement amongst the Parties hereto. Such change in the Supplementary Schedule(s) shall, inter alia, include withdrawal of existing Deposits, substitution or lodgement of fresh or other deposits, addition of further Deposits, etc. Such withdrawal may be of any of the Deposits pledged, whether belonging to or held in the name of the Borrower(s) or Third Party Pledgor(s) / Guarantor(s). Such withdrawal may be done by the Borrower(s) alone (by instructions given by the Borrower(s) in writing) even if any of such Deposits belong to the Third Party Pledgor(s) /Guarantor(s) and the Third Party Pledgor(s) / Guarantor(s) hereby agree(s) that a withdrawal as aforesaid shall be deemed to have been pledged pursuant done with the consent and concurrence of such Third Party Pledgor(s) / Guarantor(s) and that the Bank shall be entitled to act in accordance with such instructions from the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankBorrower(s). (c) All documents and instruments20. Without prejudice to any provision/clauses mentioned above, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by occurrence of any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject following events (“Event of Default”) shall, without limitation and without prejudice to any other pledgesevents described as Event of Default or otherwise specified under this Agreement, security interests or mortgagesqualify as an Event of Default, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and at the Borrower option of the Bank, the Bank shall deliver be entitled to give notice to the Collateral Agent a completed Perfection CertificateBorrower(s) declaring that all sums of principal interest, executed costs, charges and delivered by an Authorized Officer of Holdings expenses and other sums remaining outstanding hereunder are due and payable and upon such declaration, the Borrowersame shall become due the payable forthwith, together with all attachments contemplated thereby. Notwithstanding notwithstanding anything to the contrary hereinin this Agreement or in any other agreement(s) or instruments. Further, with respect the occurrence of an Event of Default shall entitle the Bank forthwith to any enforce the security documents relating of pledge / hypothecation including the exercise of the right to real property to liquidate/realize or otherwise encash the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.Deposits:-

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holdings acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all Stock other obligations under this Indenture and the Notes and the Note Guarantees and the Collateral Documents, shall be secured by second-priority Liens and security interests, subject to Permitted Liens, as provided in the Collateral Documents and the Intercreditor Agreements. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of each Subsidiary all of the Borrower directly owned by Holders and the Borrower or any Subsidiary GuarantorTrustee, in each case, as of the Conversion Date, shall have been pledged case pursuant to the Pledge Agreement terms of the Collateral Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreements. (except c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or 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 the Intercreditor Agreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that such Credit Parties the Lien 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 Intercreditor Agreements and actions that may be taken thereunder. (e) Notwithstanding anything stated in this Indenture to the contrary, the Company, the Guarantors, the Trustee, the Collateral Agent and the Holders agree that the Notes shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested secured by the Collateral Agent to be filed, registered or recorded to create until the Liens intended to be created by any Security Document to be executed on the Conversion Collateral Due Date and to perfect such Liens to the extent required by, Company and with the priority required by, such Security Document Guarantors shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such execute any documents evidencing the creation or perfection of security interests, on or prior to the date that is 120 days (or 180 days interests in the case Collateral for the benefit of the Holders until the Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDue Date.

Collateral. (a) All outstanding Stock Except as limited in Schedule 2.01 attached hereto, the Borrower's obligations hereunder, under the Notes and in respect of any Rate Hedging Obligations entered into with any of the Borrower directly owned by Holdings and Lenders or any Affiliates of any of the Lenders shall be secured at all Stock times by: (i) the unconditional guaranty of each Subsidiary of the Borrower directly Borrower's Subsidiaries other than Acme Finance, including without limitation each of the Operating Companies, the License Companies and the Holding Companies; (ii) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each of the Companies, except Acme Finance, including without limitation the Acme Missouri Note Documents, subject only to (A) any prior Liens expressly permitted under this Agreement and (B) the exclusion of any FCC License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Borrower or any Subsidiary Guarantor, in each caseCommunication Act of 1934, as amended, and the rules, regulations and policies of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement FCC (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallbut including, to the maximum extent exceeding $10,000,000 permitted by law, all rights incident or appurtenant to any such FCC License, including without limitation the right to receive all proceeds derived or arising from or in aggregate principal amountconnection with the sale, be evidenced assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by one or more global promissory notes and shall have been pledged pursuant each of the Companies, subject only to the Pledge any prior Liens expressly permitted under this Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank.mortgagee's title insurance policies reasonably acceptable to the Lenders; (civ) All documents and instruments, including Uniform Commercial Code first priority perfected collateral assignments of or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by leasehold mortgages on all real estate leases in which any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral Companies now has or may in the future have an interest and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrowerreasonably require, together with all attachments contemplated thereby. Notwithstanding anything mortgagee's title insurance policies acceptable to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, Agent (except to the extent that the Borrower, after the use of commercially reasonable efforts, is unable to obtain any of the foregoing and the result thereof could not reasonably be expected to have a Material Adverse Effect); (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding stock, partnership, membership or other ownership interests in each of the Borrower's Subsidiaries and all warrants, options and other rights to purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(ii), a first priority perfected assignment of such of the related Acquisition Documents as the Agent shall require, together with the written consents thereto of the related Seller(s) and its or their Affiliates, as necessary (except to the extent that the Borrower, after the use of commercially reasonable efforts, is unable to obtain any of the foregoing and the result thereof could not reasonably be expected to have a Material Adverse Effect); and (vii) without limiting the generality of Section 2.01(a)(ii), first priority perfected collateral assignments of all such construction contracts, management agreements, programming agreements, network affiliation agreements, and other licenses, permits and authorizations (except for licenses and permits issued by the FCC to the extent it is unlawful to grant a security interest is not so granted and/or perfected on or prior in such licenses and permits) and other agreements as the Agent shall reasonably deem necessary to protect the interests of the Lenders, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require (except to the Conversion Dateextent that the Borrower, then Holdings after the use of commercially reasonable efforts, is unable to obtain any of the foregoing and the Borrower each agrees result thereof could not reasonably be expected to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionhave a Material Adverse Effect).

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (aother than Exempt Property) All outstanding Stock to be subject at all times to first priority (except in case of Liens permitted in Section 6.15.15 and cash deposited with General Electric Capital Corporation, or an agent or affiliate thereof, to secure Letter of Credit reimbursement obligations under the Existing Credit Agreement), perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will (i) cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Subsidiary of the Borrower Pledge Subsidiary) directly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case, as favor of the Conversion DateAdministrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, shall have been pledged pursuant and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied Mortgaged Properties owned by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantor shall, shall be required hereunder to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced such pledge thereunder is prohibited by one applicable law or more global promissory notes and shall have been pledged its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to the Pledge Agreementlegally valid, binding and the Collateral Representative shall have received all enforceable pledge agreements and (2) no such promissory notesMortgages, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents Mortgage Instruments and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pledge agreements are required to be fileddelivered hereunder until May 30, registered 2004 or recorded to create such later date as the Liens intended to be created by any Security Document to be executed on Administrative Agent may agree in the Conversion Date and to perfect such Liens to the extent required by, and exercise of its reasonable discretion after consultation with the priority required byLenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments and pledge agreements by May 30, 2004 or such Security Document later date shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (dconstitute a Default under Section 7.3) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to (a) the extent constituting Collateral, to Mortgaged Properties on the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Closing Date in the case of Collateral consisting Mortgages and Mortgage Instruments and (b) the pledge of mining properties) the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower hereby agrees to use its reasonable efforts to cause the delivery of such Mortgages, Mortgage Instruments, and pledge agreements as soon as practicable after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionClosing Date.

Collateral. (a) All outstanding Capital Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of Guarantor required to be pledged pursuant to the Conversion Date, Security Documents shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.thereto; (b) All Indebtedness of the Borrower and Administrative Agent shall have received the certificates representing the Capital Stock in each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, required to be evidenced by one or more global promissory notes delivered under the Security Documents and shall have been pledged pursuant under the Security Documents to the Pledge Agreementextent certificated, and the Collateral Representative shall have received all such promissory notesaccompanied by undated stock powers, together with allonges or other appropriate instruments of transfer with respect thereto endorsed in blank.; (c) All documents and instruments, including all Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Representative Administrative Agent, and shall be in proper form form, for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder.recording; (d) Holdings and the Borrower Administrative Agent shall deliver have received the results of a search of the Uniform Commercial Code filings made with respect to the Collateral Credit Parties in each such Credit Party’s jurisdiction of incorporation, formation or organization, as applicable and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by any such effective financing statements disclosed thereby are permitted by Section 10.2, have been released or will be released substantially concurrently with the Closing Date or arrangements for such release have been made; (e) the Administrative Agent shall have received a completed perfection certificate dated as of the Closing Date (the “Perfection Certificate, executed ”) and delivered signed by an Authorized Officer of Holdings and the Borrower; provided that in the event any deliverables pursuant to this Section 6.2 or referred to in Section 8.21 or Section 6.2, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is cannot so granted and/or perfected be delivered on or prior to the Conversion DateClosing Date after commercially reasonable efforts to do so, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may they shall instead be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) promptly after the Conversion Closing Date or such longer period of time as may be agreed to (and in any event within 45 days after the Closing Date plus any extensions granted by the Administrative Agent in its sole discretion) pursuant to arrangements to be mutually agreed between the Administrative Agent and the Borrower.

Collateral. Cause (ax) All outstanding Stock of the Borrower directly owned by Holdings all present and all Stock of each Subsidiary of the Borrower directly future Equity Interests now or hereafter owned by the Borrower or any Subsidiary Parent Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each present and future Material Subsidiary and (y) all other material tangible and intangible property, other than Excluded Property, now or hereafter owned by the Parent, the Borrower and each present and future respective Material Subsidiary, to be subject at all times to perfected First Priority Liens in favor of the Borrower that is owing Administrative Agent to secure the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged Secured Obligations pursuant to the Pledge Agreementterms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer provided further that (i) No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect thereto endorsed to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in blank. (cSection 6.11(c) All documents and instrumentswith respect to Material Real Property as therein described, including provided that transmitting utility Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to statements may be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative filed in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder.state central filing offices; (dii) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, Control agreements will not be required with respect to any security documents relating to real property to the extent constituting Collateraldeposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a Joint Venture will not be required for so long as and to the extent that any the Joint Venture Organization Documents prohibit such security interest pledge, and a Lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not so granted a Wholly Owned Subsidiary and the Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required to be pledged to secure debt of such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the terms of such other pledge prohibit a lien to secure the Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting Liens on, a certificate of title, Liens on such assets need not be perfected; (v) Liens on assets will not be required, and/or perfected on or prior to perfection of Liens will not be required, in circumstances where the Conversion Date, then Holdings Administrative Agent and the Borrower each agrees to deliver agree that the cost of obtaining (or cause to be delivered perfecting, as applicable) a Lien on such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior assets is materially disproportionate in relation to the date that is 120 days (or 180 days in benefit to the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSecured Parties afforded thereby.

Collateral. (a) All outstanding Stock As of the Borrower directly owned by Holdings date hereof, the Collateral includes all of the Equity Interests in, and all Stock of each Subsidiary of the Borrower directly owned by tangible and intangible assets of, the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankBorrower. (b) All Indebtedness As of the Borrower date hereof, the Liens and each Subsidiary security interests granted to the Collateral Agent (for the benefit of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged Senior Secured Parties) pursuant to the Pledge AgreementSecurity Documents (i) constitute, as to personal property included in the Collateral, a valid first priority security interest in such personal property and (ii) constitute, as to the Collateral Representative shall have received all such promissory notesMortgaged Property included in the Collateral, together with instruments a valid first priority Lien of transfer with respect thereto endorsed record in blankthe Mortgaged Property, in each case subject only to Permitted Liens. (c) All documents and instrumentsAs of the date hereof, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the security interest granted to the Collateral Agent (for the benefit of the Senior Secured Parties) pursuant to the Security Documents in the Collateral consisting of personal property will be filedperfected (i) with respect to any property that can be perfected by filing, registered upon the filing of UCC financing statements in the filing offices identified in Schedule 5.12(c), (ii) with respect to any Blocked Account Collateral that can be perfected solely by control, upon execution of a Blocked Account Agreement and (iii) with respect to any property (if any) that can be perfected solely by possession, upon the Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or recorded otherwise as aforesaid, superior and prior to create the Liens intended rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interest, encumbrance, assignment or otherwise, in each case subject only to be created by any Security Document Permitted Liens. After giving effect to be executed on the Conversion Date filings, registrations and giving of notice referred to in the prior sentence, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to perfect such Liens the Collateral covered by the Security Documents to the extent required bythe Collateral Agent’s security interest can be perfected by filing, and with the priority required byincluding any recordation, such Security Document shall have been filing, registration, giving of notice or other similar action. The Borrower has properly delivered or caused to be delivered to the Collateral Representative Agent, or provided the Collateral Agent control of, all Collateral relating to assets of or equity in proper form for filingthe Borrower or the Lessee, registration as applicable, that requires perfection of the Liens and security interests described above by possession or recording and none control. All or substantially all of the Collateral shall be subject relating to any other pledges, security interests assets of or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and equity in the Borrower shall deliver to and all the Lessee Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to assets of or equity in the extent constituting Lessee (other than in each case, the Blocked Account Collateral, to certificates, securities, investments, chattel paper, books and records and general intangibles), including the extent that any such security interest Mortgaged Property, is not so granted and/or perfected or will (when acquired) be located on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSite.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge A. PRe’s obligations under this Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent are to be filedfully funded by having PRe place sufficient assets in a Custody Account (“Custody Account”) at CitiBank, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions institution or with a trustee (the “Custodian”) as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be otherwise agreed to by the Administrative Agent Parties, which Custody Account will be funded at all times as is necessary to ensure that the obligations of PRe under this Agreement remain fully collateralized. B. The Custody Account will be held by the Custodian for the sole benefit of PRe and will be used to collateralize Letters of Credit (“LOCs”) and/or set up a trust or trusts (the “Trust Arrangements”) required to secure PRe’s obligations pursuant to the Original Policy on the Business Covered under this Agreement. MSRE is expressly authorized to direct that the LOCs or the Trust Arrangements secured by the funds in its sole discretionthe Custody Account be used to write the Business Covered in accordance with the terms set out in this Agreement. C. Notwithstanding any other provision of this Agreement, MSRE and PRe agree that any funding provided by PRe pursuant to the provisions of this Agreement may be drawn on at any time and that any such funding will be available to be utilized, by operation of law, by MSRE or any MSRE successor, including without limitation, any liquidator, rehabilitator, receiver, or conservator to: (i) reimburse MSRE for PRe’s Loss obligations under the terms and provisions of this Agreement and the Original Policies that are due and have not been otherwise paid by PRe; (ii) make refunds of any sums that are in excess of the actual amount required to pay the PRe’s Loss obligations under the terms of this Agreement; and (iii) pay PRe’s share of any other amounts that are due under this Agreement. D. If the amount so drawn down by MSRE is in excess of the actual amount required to satisfy the requirements of Paragraph A of this Article, then MSRE will immediately return to the Custody Account the excess amount so drawn. All of the foregoing provisions of this Article will be applied without diminution because of insolvency on the part of MSRE or PRe. E. The issuing bank(s) of the LOCs or the trustee in the Trust Arrangements will have no responsibility whatsoever in connection with the propriety of withdrawals made by MSRE or the disposition of funds withdrawn, except to ensure that any and all withdrawals are made only on the order of properly authorized representatives of MSRE. F. PRe will be responsible for all costs, disbursements, and expenses that are directly associated with the LOCs, the Trust Arrangements, and the Custody Account. Upon termination of this Agreement, the amounts in the Custody Account will be adjusted quarterly for the business written under the terms of this Agreement until all of the liabilities of PRe are extinguished, at which point any remaining amounts in the Custody Account will be returned to PRe and the LOCs and/or the Trust Arrangements will be cancelled.

Collateral. (a) All outstanding Stock equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by Holdings or on behalf of any Credit Party and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that such Credit Parties the Parent and its Restricted Subsidiaries shall not be required to pledge any Equity Interests of any Excluded Stock and Stock EquivalentsPledge Subsidiaries other than 65% of the outstanding voting Equity Interests of any Excluded Pledge Subsidiary described in clause (b)(i) or (c) of the definition thereof held directly by the Parent, the Borrower or any Subsidiary Guarantor) and the Collateral Representative Trustee shall have received all certificates, if any, certificates representing such securities pledged under the Pledge AgreementAgreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (ci) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed on the Conversion Date Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been filed, registered or recorded or delivered to the Collateral Representative in proper form Administrative Agent for filing, registration or recording and none of (ii) the Collateral Trustee shall be subject have received title, Lien and judgment searches and other evidence reasonably satisfactory to any other pledges, security interests or mortgagesthe Administrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, except for ▇▇▇▇▇ Liens permitted hereunderunder Section 10.02. (dc) Holdings and the The Borrower shall deliver to the Collateral Trustee amendments to the Deposit Account Control Agreements with respect to any Deposit Accounts listed on Schedule 13 to the Perfection Certificate that are not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, duly executed by each party thereto; (d) The Borrower shall deliver to the Administrative Agent and the Collateral Trustee a completed Perfection Certificate, executed and delivered by an Authorized a Senior Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of the Borrower directly Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), regarding the grant of a security interest in assets owned by Holdings Debtor and Subsidiary (such assets are referred to herein and in the Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of the Lenders, (ii) Subsidiary will be delivering a Guaranty Agreement (the "Guaranty") to the Collateral Agent with Subsidiary guaranteeing the obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and all Stock of each Subsidiary of other agreements described in the foregoing agreements (collectively, "Borrower directly owned by Documents"), and (iii) Debtor is issuing the Borrower or any Subsidiary Guarantor, Notes and in each case, as of the Conversion Date, shall have been pledged pursuant future may issue additional Notes to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankLenders. (b) All Indebtedness For purposes solely of perfection of the Borrower and each Subsidiary security interests granted to the Collateral Agent, as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is owing held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or a Subsidiary Guarantor shall, any other instrument or document shall be deemed to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one incorporate any term or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankprovision thereof into this Agreement unless expressly so provided. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Collateral Agent is to distribute in accordance with the Borrower Documents any proceeds received from the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens which are distributable to the extent required by, and with Lenders in proportion to their respective interests in the priority required by, such Security Document shall have been delivered to the Collateral Representative Obligations as defined in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. Except as specified in Schedule 2.01(a) the Borrower's obligations hereunder, under the Notes and in respect of any Rate Hedging Obligations entered into with any Hedging Lenders shall be secured at all times by: (ai) All outstanding Stock the unconditional guaranty of each of the Borrower directly owned by Holdings Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, the Letter-of-Credit Subsidiary and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, South Plains DBS (so long as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall South Plains DBS is not be required to pledge any Excluded Stock and Stock Equivalentsa Material Subsidiary)) and the Parent (provided that the Parent's guaranty shall be non-recourse, except to the extent of the Collateral Representative shall have received all certificates, if any, representing such securities pledged required to be provided by the Parent under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.subparagraph (v) below); (bii) All Indebtedness a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and fixtures of each of the Borrower and the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, each Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)), including without limitation any intercompany notes, obligations or agreements, subject only to (A) any prior Permitted Liens and (B) the exclusion of any FCC License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC (but including, to the maximum extent permitted by law, all rights incident or appurtenant to any such FCC License including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by each of the Borrower that is owing and the Subsidiaries, subject only to any prior Permitted Liens, together with mortgagee's title insurance policies acceptable to the Lenders; (iv) first priority perfected collateral assignments of or leasehold mortgages on all real estate leases in which any of the Borrower and the Subsidiaries now has or a Subsidiary Guarantor shallmay in the future have an interest, subject only to any prior Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall reasonably require, together with mortgagee's title insurance policies acceptable to the extent exceeding $10,000,000 Agent; (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding ownership interests of each of the Borrower and the Subsidiaries and all warrants, options and other rights to purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(i), first priority perfected collateral assignments of all NRTC Member Agreements and any other satellite broadcasting distribution agreements as the Agent shall reasonably deem necessary to protect the interests of the Lenders, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require; (vii) a first priority perfected security interest in aggregate the Borrower Collateral Account (as defined in the Parent Term Loan Documents as in effect on the Third Amendment Effective Date), which account shall contain all dividends, distributions, and interest and principal amount, be evidenced payments paid by one or more global promissory notes and shall have been pledged pursuant the Borrower to the Parent at any time after the Agent has notified the Parent of its election to exercise the Agent's rights under Section 3(b) of the Pledge Agreement, and which security interest shall rank prior to the second-priority security interest in such Borrower Collateral Representative shall have received all such promissory notes, together with instruments Account in favor of transfer with respect thereto endorsed in blank.the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt; and (cviii) All documents and instruments, including Uniform Commercial Code or a second priority perfected security interest in all other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none assets of the Collateral shall be Parent (other than those assets in which the Agent is required under this Agreement to have a first priority perfected security interest) that are subject from time to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect time to any security documents relating interest in favor of the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt, which security interest (I) shall be junior to real property to no liens other than the extent constituting Collaterallien in favor of the agent and lenders under the Permitted Parent Term Debt and (II) shall, to upon the extent release or termination of the lien in favor of such agent and lenders, be terminated and released, except that any if the foregoing provision would otherwise cause the release of such security interest is not so granted and/or perfected on or prior to occur during the Conversion Datecontinuance of a Default, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on interest in favor of the Agent for the benefit of the Lenders shall not terminate or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionreleased and shall remain continuously perfected and become a first priority perfected security interest.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. (e) The Administrative Agent shall have received (i) searches of Uniform Commercial Code filings or analogous public filings in the jurisdiction of incorporation or formation, as applicable, of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions, (ii) tax lien, judgment and bankruptcy searches and (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Lenders in order to perfect the Collateral Agent’s security interest in the intellectual property. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as may be agreed to by the Administrative Collateral Agent in its sole discretion.

Collateral. The Liens granted to Administrative Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, constitute as to personal property included in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatesa valid lien, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinsubject, with respect to any security documents relating to real property proceeds, to the extent constituting Collaterallimitations set forth in Section 9-315 of the UCC and (b) constitute as to the Mortgaged Property included in the Collateral a valid Lien on the Mortgaged Property; provided, however, that the Non-Material Real Property Interests shall be subject to the Real Property Standard for purposes of this Section 4.24(b). The security interest granted to Administrative Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property (other than the Operating Accounts and all amounts deposited therein or credited thereto) will be perfected (i) with respect to any property that can be perfected solely by filing, to the extent Article 9 of the UCC applies thereto, upon the filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control (subject to Section 6.14), upon execution of the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Administrative Agent receiving possession thereof, and in each case such security interest is not so granted and/or will be, as to Collateral perfected on under the UCC or otherwise as aforesaid, superior and prior to the Conversion Daterights of all third Persons now existing or hereafter arising whether by way of mortgage, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsLien, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on encumbrance, assignment or prior otherwise, except (A) with respect to the date Collateral described in clause (i) of this Section 4.24, the Permitted Liens described in clauses (a) and (e) of the definition of "Permitted Liens" and, to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens" and (B) with respect to the Collateral described in clauses (ii) and (iii) of this Section 4.24, the Permitted Liens described in clause (a) of the definition of "Permitted Liens" and, to the extent required by Governmental Rule, those matters described in clause (b) of the definition of "Permitted Liens". Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's rights in and to the Collateral in existence on the Closing Date to the extent Administrative Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action; provided, however, that is 120 days (or 180 days the Non-Material Real Property Interests shall be subject to the Real Property Standard for purposes of this sentence. Subject to the requirements contained in the case UCC with respect to the filing of continuation statements, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral consisting of mining properties) after Documents, and on the Conversion Closing Date all such filings or such longer period of time as may recordings will have been made to the extent Administrative Agent's security interest can be agreed perfected by filing. Borrower has properly delivered or caused to by the be delivered, or provided control, to Administrative Agent in its sole discretionor Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control.

Collateral. (ai) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged and interest on the Notes and the 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, and performance of all other obligations under this Indenture, including, without limitation, the Pledge Agreementobligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, accompanied Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by instruments first-priority Liens and security interests, subject to Permitted Liens, as and to the extent provided in the Security Documents which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of transfer this Indenture and undated stock powers endorsed shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements, as applicable; provided that the Collateral shall exclude certain items of property, as provided in blankthe Security Documents (collectively, the “Excluded Collateral”). (bii) All Indebtedness The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Borrower Holders and the Trustee, in each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged case pursuant to the Pledge Agreement, terms of the Security Documents and the Collateral Representative shall have received all such promissory notesIntercreditor Agreements, together with instruments of transfer with respect thereto endorsed in blankas applicable. (ciii) All documents Each Holder, by its acceptance of any Notes and instrumentsthe Guarantees thereof, including Uniform Commercial Code consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or other applicable personal property as may be amended, amended and financing statementsrestated, reasonably requested by supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements and authorizes and directs the Collateral Agent to be filed, registered or recorded to create perform its obligations and exercise its rights under the Liens intended to be created by any Security Document to be executed on Documents and the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative Intercreditor Agreements in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderaccordance therewith. (div) Holdings The Trustee and each Holder, by accepting the Notes and the Borrower shall deliver to Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer as now or hereafter constituted shall be held for the benefit of Holdings all the Holders and the BorrowerTrustee, together with all attachments contemplated thereby. Notwithstanding anything to and that the contrary herein, with Lien of the Security Documents in respect to any security documents relating to real property to of the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Trustee and the Borrower each agrees Holders contemplated by this Indenture is subject to deliver or cause to be delivered such documents and instruments, qualified and take or cause to limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. Except with respect to (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary GuarantorLiens on equipment constituting fixtures, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness any reserved rights of the Borrower United States government as required under Law, (c) Liens upon Patents, Patent Licenses, Trademarks and each Subsidiary of Trademark Licenses (as such terms are defined in the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, Guarantee and Collateral Agreement) to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced that (i) such Liens are not otherwise perfected by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and filing of financing statements under the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested 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 the Company and its Subsidiaries taken as a whole, (d) Liens on uncertificated securities, (e) Liens on Collateral Agent to be filedthe perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, registered any State, territory or recorded to create dependency thereof or the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens District of Columbia (except to the extent required bythat such filings or other actions have been made or taken), (f) Liens on contracts or Accounts Receivable on which the United States of America or any department, agency, or instrumentality thereof is the obligor, (g) Liens on Proceeds of Accounts Receivable and Inventory, and with (h) claims of creditors of Persons receiving goods included as Collateral for "sale or return" within the priority required bymeaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, such Security Document shall have been upon filing of the financing statements delivered to the Collateral Representative Co-Agents by the Company and its Subsidiaries on the Closing Date in the jurisdictions listed on Schedule 5.24 hereto (which financing statements are in proper form for filingfiling in such jurisdictions), registration or the recording and none of the Collateral shall be subject to Mortgages and the recording of the Patent and Trademark Security Agreement (and the making of filings after the Closing Date in any other pledgesjurisdiction as may be necessary under any Requirement of Law) and the delivery to, and continuing possession by, the Administrative Agent, as agent for the Purchasers and the holders of the Senior Loans, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, the Liens created pursuant to each Security Document, when executed and delivered, will constitute valid Liens on and to the extent provided therein perfected security interests or mortgagesin the collateral referred to in such Security Documents (but as to the Copyrights and the Copyright Licenses (as defined in the Guarantee and Collateral 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 Co-Agents for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Document), which Liens will be prior to all other Liens of all other Persons, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Liens in favor of the Administrative Agent and holders of the Borrower shall deliver Senior Loans pursuant to the Collateral Agent a completed Perfection CertificateSenior Credit Documents, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with which Liens are enforceable as such as against all attachments contemplated thereby. Notwithstanding anything to the contrary hereinother Persons (except, with respect to any security documents relating to real property goods only, buyers in the ordinary course of business to the extent constituting Collateral, 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 any such security interest is not so granted and/or perfected on recording of an assignment or prior other transfer of title to the Conversion Date, then Holdings Purchasers in the United States Patent and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as Trademark Office may be required to grant and perfect necessary for such security interestsenforceability), on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time except as enforceability may be agreed to limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Administrative Agent enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in its sole discretionequity or at law).

Collateral. The Obligations shall be secured by valid, perfected, and enforceable Liens on all right, title, and interest of each Loan Party in all of its accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, and other personal Property (a) All outstanding Stock of other than the Borrower directly Excluded Property), whether now owned by Holdings or hereafter acquired or arising, and all Stock proceeds thereof; provided, that: (i) until an Event of each Subsidiary of the Borrower directly owned Default has occurred and is continuing and thereafter until otherwise required by the Borrower Administrative Agent or any Subsidiary Guarantorthe Required Lenders, in each caseLiens on the Excluded Depository Accounts need not be perfected, as (ii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Conversion DateAdministrative Agent or the Required Lenders, shall have been pledged pursuant to Liens on the Pledge Agreement Excluded Vehicles need not be perfected, and (except that such Credit iii) the Loan Parties shall not be required to pledge any Excluded Stock and Stock Equivalentsthe stock or other equity interests issued by (a) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged Vietnamese Subsidiary under the Pledge Agreement, accompanied by instruments local laws of transfer and undated stock powers endorsed in blank. Vietnam or (b) All Indebtedness in the event that Administrative Agent shall determine in its sole discretion that the costs of obtaining such pledge are excessive in relation to the value of the Borrower security afforded thereby, any other Foreign Subsidiary under the local laws of such Foreign Subsidiary’s jurisdiction of organization, in each case, so long as the Vietnamese Subsidiary or such other Foreign Subsidiary, as applicable, is not a Material Subsidiary. Each of the Borrowers and each Subsidiary of the Borrower Guarantors acknowledges and agrees that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver granted to the Collateral Administrative Agent a completed Perfection Certificatefor the benefit of the holders of the Obligations and shall be valid and perfected first priority Liens subject, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralhowever, to the extent that any proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.8 hereof, in each case pursuant to one or more Collateral Documents from such security interest is not so granted and/or perfected on or prior Persons, each in form and substance satisfactory to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionAgent.

Collateral. (a) All outstanding Stock From and after the date hereof, the due and punctual payment of the Borrower directly owned principal of, premium, if any, and interest on the Notes (other than any Additional Notes) when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by Holdings acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes (other than any Additional Notes) and performance of all Stock of each Subsidiary other obligations under this Indenture, including the obligations of the Borrower directly owned Company set forth in Section 7.06, and the Notes (other than any Additional Notes) and the Collateral Documents, shall be secured by Liens on the Borrower or any Subsidiary Guarantor, Collateral as provided in each case, as this Indenture and the Collateral Documents to which the Company shall become a party to on the date hereof and will be secured by all of the Conversion Date, shall have been Collateral pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be Collateral Documents hereafter delivered as required to pledge any Excluded Stock and Stock Equivalents) or permitted by this Indenture and the Collateral Representative shall have received all certificatesDocuments. The Company, if anyfor the benefit of the holders, representing hereby appoints Anchorage Digital Bank, N.A., as the initial Collateral Agent, and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents. Each Holder by its acceptance of any Notes irrevocably consents and agrees to such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankappointment. (b) All Indebtedness Each Holder, by its acceptance of any Notes, consents and agrees to the terms of the Borrower Collateral Documents (including the provisions providing for foreclosure and each Subsidiary release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents in accordance therewith, binding such holder to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankterms thereof. (c) All documents The Trustee and instrumentseach holder, including Uniform Commercial Code or other applicable personal property and financing statementsby accepting the Notes, reasonably requested acknowledge that, as more fully set forth in the Collateral Documents, the Collateral as hereafter constituted shall be held by the Collateral Agent to be filed, registered or recorded to create for the Liens intended to be created by any Security Document to be executed on benefit of all the Conversion Date Holders (other than the Holders of Additional Notes) and to perfect such Liens to the extent required byTrustee, and with that the priority required by, such Security Document shall have been delivered to Lien of this Indenture and the Collateral Representative Documents in proper form for filing, registration or recording and none respect of the Collateral shall be Trustee and the Holders is subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to qualified and limited in all respects by the Collateral Agent a completed Perfection Certificate, executed Documents and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent actions that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. (a) All outstanding Stock The Borrower, as security for the prompt payment and performance of the Secured Obligations when due, hereby assigns, conveys, transfers, delivers and sets over to the Issuing Lender, and grants to the Issuing Lender a Lien on and a security interest in all assets of the Borrower directly owned by Holdings other than its books and records and its right, title and interest (now existing or hereafter acquired or arising) in, to and under the Regulatory Account and the Administrative Account, including the Borrower’s right, title and interest (now existing or hereafter acquired or arising) in, to and under the following (collectively, the “Collateral”): (i) the Borrower’s interest, if any, in the Reinsurance Trust Account; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Reinsurance Trustee in such interest; (ii) the Surplus Account, and all Stock Cash, securities, Instruments and other property held in the Surplus Account from time to time, and all certificates and Instruments, if any, from time to time representing the Surplus Account or any property therein. Notwithstanding the status of each Subsidiary the Surplus Account and financial assets as Collateral, the Surplus Account and such assets shall remain available to make payments in the priority and to the recipients identified pursuant tothe Priority of Payments. In addition, the Issuing Lender agrees not to issue any Notice of Exclusive Control (as defined in the Securities Account Control Agreement) unless an Event of Default has occurred and is continuing. The Issuing Lender hereby authorizes any disposition of property from the Surplus Account free of any security interest if, and only to the extent that, such disposition is made, and the proceeds are applied, in accordance with the Priority of Payments; (iii) all rights, if any, of the Borrower directly owned in (A) all Cash, securities, Instruments and other property held or deemed to be held in any express or constructive trust established pursuant to the terms of the Reinsurance Agreement from time to time, and (B) all certificates and Instruments, if any, from time to time representing any such express or constructive trust or any property therein; provided, that such Lien and security interest is subject in all cases and in every respect to the rights of the Ceding Company in such rights; (iv) any and all of the following, whether now existing or hereafter arising and wheresoever the same may be located: all rights of the Borrower under the Transaction Documents, accounts (other than the Regulatory Account and the Reinsurance Trust Account), chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letters of credit, letter-of-credit rights, payment intangibles, securities accounts and supporting obligations; (v) all other property or rights delivered or assigned by the Borrower or any Subsidiary Guarantoron its behalf to the Issuing Lender from time to time under this Agreement or otherwise, in each case, as to secure or guarantee payment of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.Secured Obligations; and (bvi) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amountnot covered above, be evidenced by one or more global promissory notes all products and shall have been pledged pursuant to the Pledge Agreementproceeds of, and the Collateral Representative shall have received all such promissory notesdividends, together with instruments of transfer collections, earnings, accruals, and other payments with respect thereto endorsed in blank. (c) All documents and instrumentsto, including Uniform Commercial Code any or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none all of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderforegoing. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock Each of the Borrower directly owned by Holdings and all Stock of Loan Parties hereby reaffirms each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, provisions set forth in each case, as Section 5.26 of the Conversion Date, shall have been pledged pursuant to the Pledge Existing Credit Agreement. This Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded Other Documents are effective to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinand, with respect to any the Other Documents executed and delivered on the Original Closing Date, have created) in favor of the Agent for the ratable benefit of the Lenders a legal, valid and enforceable security documents relating to real property interest in the Collateral (as defined herein and therein), and (a) to the extent constituting CollateralUCC financing statements in appropriate form were filed in the appropriate filing offices prior to the date hereof, the Other Documents executed and delivered on the Original Closing Date constitute a fully perfected Lien (to the extent that any such Lien may be perfected by the filing of a UCC financing statement) on, and security interest is not so granted and/or perfected on or in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to the Conversion DatePermitted Encumbrances and (b) when UCC financing statements in appropriate form are filed in the appropriate filing offices, then Holdings this Agreement and the Borrower each agrees Other Documents executed and delivered on the Restatement Effective Date shall constitute a fully perfected Lien (to deliver or cause to the extent that such Lien may be delivered such documents and instrumentsperfected by the filing of a UCC financing statement) on, and take or cause security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to be taken such any other actions as may be required to grant and perfect such security interestsPerson, on or prior other than with respect to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionPermitted Encumbrances.

Collateral. 4.10.1. The Debentures shall be guaranteed by fiduciary assignment (ai) All outstanding Stock of all receivables, which shall be free from any lien or encumbrance after verification of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged condition precedent pursuant to the Pledge provisions of the Fiduciary Assignment Agreement, as defined below, resulting from transactions conducted by holders of credit and/or debit cards of the brands VISA or AMERICAN EXPRESS, as means of payment for the acquisition of goods in business establishments of the Company; and of (ii) escrow account held with bank No. 237, Banco Bradesco S.A., which shall be opened in accordance with the terms and conditions set forth in the “Fiduciary Assignment Agreement of Credit Rights (except that such Credit Parties shall not Receivables) Under Condition Precedent and Other Covenants”, to be required to pledge any Excluded Stock and Stock Equivalents) executed between Issuer, as Assignor and the Collateral Representative Debentureholders represented by the Trustee, as assignees, (“Fiduciary Assignment” or “Guarantee” and “Fiduciary Assignment Agreement”, respectively). The Fiduciary Assignment Agreement shall have received all certificates, if any, representing such securities pledged under contemplate that the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness portion of the Borrower and each Subsidiary assigned credit rights that exceeds the minimum amount, equivalent to fifty percent (50%) of the Borrower that is owing balance of the Unit Par Value of the Debentures plus the respective Conventional Interest and the Default Charges and Fine, as applicable, may be used and/or encumbered by Issuer in transactions with the Debentureholders and/or with the respective operator of the card(s), subject to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 limits and procedures established in aggregate principal amount, be evidenced by one or more global promissory notes said Fiduciary Assignment Agreement and shall have been pledged provided all obligations of this Issue are complied with and no event of early maturity has occurred pursuant to the Pledge provisions of this Debenture Deed and/or of the Fiduciary Assignment Agreement. 4.10.2. The Fiduciary Assignment Agreement shall be presented for registration, at the expenses of Issuer, in the competent Notary Publics, it being understood that proof of such registration shall occur within up to twenty-five (25) days as from the date of execution of this Deed or until the Subscription Date, whichever is earlier. 4.10.3. If Issuer fails to comply with the obligation set forth in Section 4.10.2 above, the Trustee is hereby irreversibly and irrevocably authorized and granted all powers to promote said registration, in the name of Issuer, as its attorney-in-fact, it being understood that Issuer shall reimburse all expenses, pursuant to the provisions of this Deed and of the Fiduciary Assignment Agreement. 4.10.4. In case it is necessary to replace the Guarantee, Issuer is authorized to replace it for other assets or rights owned by Issuer and/or third parties, as the case may be, and of the Collateral Representative shall have received all such promissory notessame or of a different nature than those offered as guarantee, together with instruments of transfer with respect thereto endorsed provided this is previously approved by the Debentureholders in blanka Debentureholders Meeting (“Guarantee Replacement”). 4.10.5. For purposes of the provisions of article 70 of the Corporation Law, Trustee hereby agrees with the Guarantee Replacement, provided it is previously approved by the Debentureholders in a Debentureholders Meeting pursuant to the provisions of Section 4.10.4. 4.10.6. If the Guarantee Replacement is not made pursuant to the provisions and within the terms determined in this Deed and in the Guarantee, the early maturity of the Debentures shall be declared, pursuant to the provisions of Section 5.3 (cxiv) All documents below. 4.10.7. Upon execution of the Guarantee, subject to the requirements for formalization and creation of the guarantees set forth in these instruments, including Uniform Commercial Code or other applicable personal property the Guarantee shall be irrevocably and financing statementsirreversibly formalized in favor of the Debentureholders, reasonably requested represented by Trustee, to guarantee the Collateral Agent to be fileddue, registered or recorded to create timely and full payment of the Liens intended to be created by any Security Document to be executed on the Conversion Date principal and to perfect such Liens ancillary obligations of Issuer, pursuant to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none provisions of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderthis Deed. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock The Obligations and the Hedge Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Borrower directly owned by Holdings and all Stock of each Subsidiary of Lenders on the Borrower directly owned by the Borrower or any Subsidiary GuarantorCollateral, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness terms of the Security Documents. The Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallshall (and, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledgesprovisions of any financing to which any Subsidiary is a party or by which a Subsidiary is bound, security interests or mortgagesshall cause its Subsidiaries) to comply, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings in all material respects, with the terms and provisions of the Borrower shall deliver to the Collateral Agent a completed Perfection CertificateSecurity Documents, executed and delivered by an Authorized Officer of Holdings and the Borrowerincluding, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinwithout limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, including, without limitation, on account of any and all additional Subsidiaries of Borrower (and/or intervening Subsidiaries) which shall exist from and after the Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower acquiring or creating any such additional Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent. Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, subject to the provisions of any document evidencing any Indebtedness approved by the Agent to be incurred by such Subsidiary hereunder, Borrower shall cause such Borrower Subsidiary to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge and to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security documents relating interest to real property and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge) (to the extent constituting Collateral, to the extent that any such security interest Ownership Interest Pledge or Distribution Interest Pledge is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause permitted to be delivered such documents and instruments, and take or cause to be taken such other actions provided (and/or not prohibited from being provided) as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days reasonably determined in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretiongood faith).

Collateral. Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Borrower and the Guarantors (other than Parent) in respect of the Bridge Facility will be secured by: (a) All outstanding Stock a perfected first-priority pledge of all of the Borrower directly owned equity interests issued by Holdings each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all Stock of each Subsidiary real property of the Borrower directly owned by Loan Parties and the Borrower net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any Subsidiary Guarantorsuch Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in each caseExhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the Conversion Datedate hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and BMO ▇▇▇▇▇▇ Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, outstanding at such time to (b) the aggregate appraised value of the Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to 1.00. Notwithstanding anything to the contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party or any direct or indirect parent thereof) or prohibited by the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is applicable and to the extent not entered into in contemplation hereof), (ii) any property subject to a purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), violate or invalidate such lease, license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the applicable anti-assignment provisions of the UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the Bridge Facility, or such pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the Pledge Agreement pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Borrower in good faith and (except v) assets in circumstances where the Initial Lenders and the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a security interest in such Credit assets is excessive in relation to the practical benefit afforded thereby (the foregoing described in clauses (i) through (v) are, collectively, “Excluded Assets”). The Loan Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed obtain third party acknowledgements or consent in blank. (b) All Indebtedness support of the Borrower and each Subsidiary creation, perfection or enforcement of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionCollateral.

Collateral. Subject to Section 5.8 hereof, to secure the full and complete payment and performance of the Obligations, the Borrower shall, and shall cause each of its Subsidiaries to, on or before the Closing Date, grant to the Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected, first priority Lien (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) on all of its right, title and interest in and to the following Property, whether now owned or hereafter acquired, pursuant to the Security Documents: (a) All outstanding all Capital Stock of each of the Subsidiaries of the Borrower directly owned by Holdings and (including, without limitation, all Capital Stock of each Subsidiary Holdings NS Corp. and Provincial NS Corp.) (whether present or future) owned as of the Borrower directly owned Closing Date or thereafter acquired by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.Borrower; and (b) All Indebtedness Unless otherwise agreed by the Administrative Agent and the Required Lenders, the pledge of the Capital Stock of any Canadian Subsidiary shall be appropriately registered in the share registry of such Canadian Subsidiary. The Borrower and each Subsidiary of the Borrower covenants that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral Capital Stock to be pledged in accordance with this Section 5.1 shall be subject to any transfer restrictions, shareholders' agreement or other pledges, security interests or mortgages, restriction except for ▇▇▇▇▇ permitted hereunder. (d) Holdings such restrictions under applicable securities laws and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificatesuch restrictions, executed and delivered by an Authorized Officer of Holdings and the Borrowerif any, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior reasonably acceptable to the date that is 120 days Administrative Agent. In connection with and in addition to the foregoing, the Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (or 180 days in the case of Collateral consisting of mining propertiesincluding, without limitation, stock certificates, stock powers and financing statements) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent may reasonably request in its sole discretionorder for it to obtain and maintain the perfected, first priority Liens to be granted in accordance with this Section 5.1.

Collateral. (a) All outstanding Stock In connection with loans of securities made on behalf of the Borrower directly owned by Holdings Lender, the Adviser agrees to limit collateral accepted and all Stock investments of each Subsidiary cash collateral to those securities in which the Fund of the Borrower directly owned Lender owning the loaned securities could invest and, subject to this requirement, the Lender authorizes the Adviser: (i) to accept collateral of the types which are designated on Exhibit D with such changes as recommended from time to time by the Borrower or any Subsidiary Guarantor, in each case, as Adviser with the approval of the Conversion DateLender (the "Collateral"); and (ii) to invest cash received as collateral for a loan of securities in any of the types of investments specified on Exhibit D as modified from time to time. Where a loan of securities is to be collateralized by a letter of credit, the Adviser shall have been pledged pursuant instruct the Subcustodian to accept only an irrevocable letter of credit that contains an immediate draw-down capability from the Pledge Agreement (except that such Credit Parties shall not be required financial institution. The Lender hereby authorizes the Adviser to pledge any Excluded Stock and Stock Equivalents) and purchase or sell investments of Cash Collateral to or from other accounts advised by the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied Adviser or held by instruments of transfer and undated stock powers endorsed in blankits affiliates. (b) All Indebtedness uncertificated U.S. government or agency securities, and any other securities received by the Subcustodian as Collateral in connection with any transactions involving Cash Collateral (as defined below), shall be segregated by a separate recordation hereunder on the books of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge AgreementSubcustodian, and may be held as the Collateral Representative shall have received all such promissory notesSubcustodian may determine in any form or manner in which the Subcustodian is permitted to hold securities including, together with instruments of transfer with respect thereto endorsed without limitation, by depositing the same in blankthe Federal Reserve/Treasury Book-Entry System (the "Book-Entry System") or the Depository Trust Company (the "Depository"), or their respective successors or nominees. (c) All documents and instrumentsmoney received as, or with respect to, Collateral, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent money received with respect to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none investment of the Collateral shall same, or upon the maturity, sale, or liquidation of any such investments ("Cash Collateral"), may, in the Adviser's sole discretion, be subject invested and reinvested in the types of investments listed in Exhibit D as modified from time to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereundertime. (d) Holdings Notwithstanding the foregoing, or any other provision contained in this Agreement, the Adviser shall at all times have: (i) the right to cause the Subcustodian to hold in the Subcustodian Account a portion of the Cash Collateral uninvested without any obligation to pay interest thereon whenever the Adviser, in its sole discretion, deems it advisable, provided the Adviser uses its best efforts to minimize such amount, and (ii) the absolute right, without obtaining any approval of the Lender, to liquidate any investment or reinvestment and cause the net proceeds to be credited to the Account. (e) The Subcustodian shall maintain the notifications required by applicable law with respect to securities transactions involving Cash Collateral and shall furnish monthly activity statements. The Subcustodian shall comply with all applicable legal requirements regarding the custody of the Lender's securities under the Investment Company Act of 1940 and the Borrower rules and regulations promulgated thereunder including, if applicable, Rule 17f-2. (f) The Subcustodian shall deliver execute, as agent for the Lender, any certificates of ownership, declarations or other certificates required under the tax laws or pursuant to any other law or governmental regulation now or hereafter in effect with respect to securities held as Collateral. The Subcustodian shall, in addition, supply any information regarding Collateral transactions required by any applicable law or governmental regulation without first giving notice to the Lender or the Adviser. (g) The Adviser shall take such actions with respect to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything as are required from time to the contrary herein, with respect time pursuant to any security documents relating to real property to Loan Agreement. (h) All investments of Cash Collateral made in accordance with this Agreement shall be for the extent constituting Collateral, to account and risk of the Lender. To the extent that any loss arising out of such security interest is not so granted and/or perfected on or prior investments of Cash Collateral results in a deficiency in the amount of Cash Collateral available for return to a Borrower pursuant to the Conversion DateLoan Agreement, then Holdings and the Borrower each Lender agrees to deliver pay the Subcustodian on demand cash in an amount equal to such deficiency. In addition, the Subcustodian shall be entitled to charge the Lender's accounts for such deficiency in accordance with Section 10 of this Agreement. (i) All Collateral and securities or cause to other property acquired through the investment of Cash Collateral shall be delivered such documents and instrumentscontrolled by, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior subject to the date instructions of, the Adviser; provided, however, that is 120 days (or 180 days in the case Adviser shall comply with any instructions of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed Lender with respect to by the Administrative Agent in its sole discretionsame.

Collateral. The security interests granted to Administrative Agent, for the benefit of Secured Parties, pursuant to the Collateral Documents in the Collateral related to the Initial Contribution, the Approved Projects, the Funded Working Capital Assets and the other assets described in such Collateral Documents (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, constitute as to personal property included in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary hereinand, with respect to any subsequently acquired personal property included in the Collateral, will constitute, a perfected security documents relating to real property interest under the UCC to the extent constituting Collateral, to the extent that any such a security interest is not so granted and/or can be perfected on or prior to the Conversion Dateby filing or, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of the Accounts, and the Pledged Equity Interests (the Pledged Equity Interests being "certificated securities" as defined in Article 8 of the UCC), by possession by or on behalf of the secured party and (b) are, and, with respect to such subsequently acquired personal property, will be, as to Collateral consisting related to the Initial Contribution, the Approved Projects, the Funded Working Capital Assets and the other assets described in such Collateral Documents perfected under the UCC as aforesaid, superior and prior to the rights of mining properties) after all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise. Except to the Conversion Date extent possession of portions of such Collateral is required for perfection, all such action as is necessary has been taken to establish and perfect Administrative Agent's, for the benefit of Secured Parties, rights in and to such Collateral to the extent Administrative Agent's, for the benefit of Secured Parties, security interest can be perfected by filing, including any recording, filing, registration, giving of notice or such longer period of time other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-5 hereto (as the same may be agreed supplemented pursuant to Article 3 from time to time) is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents related to the Initial Contribution, the Approved Projects, the Funded Working Capital Assets and the other assets described in such Collateral Documents, and all such filings or recordings will have been made to the extent Administrative Agent's, for the benefit of Secured Parties, security interest can be perfected by the filing. The Member, each Affiliate Pledgor and each Portfolio Entity has properly delivered or caused to be delivered to Administrative Agent in its sole discretionall such Collateral that requires perfection of the Lien and security interest described above by possession.

Collateral. (a) All outstanding Stock Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of the Borrower directly Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), ---------- ------------------ regarding the grant of a security interest in assets owned by Holdings Debtor and Subsidiary (such assets are referred to herein and in the Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of the Lenders, (ii) ---------- Subsidiary will be delivering a Guaranty Agreement (the "Guaranty") to the -------- Collateral Agent with Subsidiary guaranteeing the obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and all Stock of each Subsidiary of other agreements described in the foregoing agreements (collectively, "Borrower directly owned by -------- Documents"), and (iii) Debtor is issuing the Borrower or any Subsidiary Guarantor, Notes and in each case, as of the Conversion Date, shall have been pledged pursuant future may issue --- additional Notes to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankLenders. (b) All Indebtedness For purposes solely of perfection of the Borrower and each Subsidiary security interests granted to the Collateral Agent, as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is owing held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or a Subsidiary Guarantor shall, any other instrument or document shall be deemed to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one incorporate any term or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankprovision thereof into this Agreement unless expressly so provided. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Collateral Agent is to distribute in accordance with the Borrower Documents any proceeds received from the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens which are distributable to the extent required by, and with Lenders in proportion to their respective interests in the priority required by, such Security Document shall have been delivered to the Collateral Representative Obligations as defined in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. (a) All outstanding Stock To secure payment and performance of the Borrower directly owned Lessee's obligations hereunder and under the Percentage Leases (the "Obligations"), the Lessee will secure the Obligations, in part, pursuant to a pledge to the Partnerships of 79,051 Units (the "Unit Collateral"), pursuant to the pledge agreement (the "Pledge Agreement") in the form attached hereto as Exhibit C. (b) Notwithstanding the foregoing, if a Transfer (as defined in Section 9) permitted under Section 9 or otherwise consented to by Holdings the Partnerships occurs, as a condition to such Transfer the Transferee shall pledge or cause to be pledged Cash, Cash Equivalents, Units or Other Marketable Securities to secure the payment and all Stock of each Subsidiary performance of the Borrower directly owned Obligations by the Borrower or Transferee, which pledge shall be a condition to any Subsidiary Guarantor, in each case, as of the Conversion Date, such Transfer and shall have been pledged be pursuant to an agreement substantially similar to the Pledge Agreement (except that such Credit Parties Units pledged by the Transferee shall not be required deemed to have a minimum value. To the extent items other than Units are pledged, the Pledge Agreement shall be modified accordingly in a manner which provides the Partnerships with a substantially equivalent measure of security and collateral with respect to such items other than Units as the Pledge Agreement provides with respect to Units. The Current Market Value of Cash, Cash Equivalents, Units, or Other Marketable Securities at the time of such pledge any Excluded Stock shall be an amount equal to forty percent (40%) of the aggregate Rent budgeted to be paid under all Percentage Leases then in effect in the twelve month period following the Transfer, as reflected in budgets prepared and Stock Equivalents) and delivered under such Percentage Leases. Upon a Transfer, the Collateral Representative shall have received all certificatesLessee will use its best efforts to cause the ultimate parent of the Transferee, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer to execute and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection CertificatePartnerships an unconditional guarantee, executed in form and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything substance reasonably satisfactory to the contrary hereinPartnership, with respect to any security documents relating to real property to of the extent constituting Collateral, to Transferee's obligations under the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Percentage Leases and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthis Agreement.

Collateral. (a) All outstanding Stock In the event that the REIT Subordinated Notes shall not have been paid in full from the proceeds of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned new equity issued by the Borrower REIT on or any Subsidiary Guarantorbefore June 18, in each case2002, as of then on such date the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock Borrowers and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower their Subsidiaries shall deliver to the Collateral Administrative Agent for the benefit of the Lenders as security for the Obligations first priority perfected mortgages, deeds of trust, security interests and other liens (as the Administrative Agent shall specify) on Borrowing Base Properties the aggregate Capitalized Value of which shall be not less than 167% (or, if the option provided in Section 9.5 shall have been exercised, 182%) of the Total Commitment then in effect; PROVIDED, that the Administrative Agent may advise the Borrowers that it declines to accept such a completed Perfection Certificatelien on any Borrowing Base Property, executed which the Administrative Agent may do in its discretion, and delivered whereupon each Borrowing Base Property so declined shall no longer be Eligible Real Estate; and PROVIDED, FURTHER, that at least 90% of the aggregate Capitalized Value of such Borrowing Base Properties shall be attributed to properties which are used principally for retail (rather than office) uses. The granting of such security shall be confirmed or supplemented by an Authorized Officer such mortgagee title insurance policies, opinions of Holdings counsel (including local real estate counsel), evidence of compliance with local real property regulations, Environmental Laws and other applicable law, evidence of the Borrowerabsence of Hazardous Substances, together federal flood insurance coverage, evidence of insurance for the benefit of the secured lenders, environmental indemnities in favor of the secured lenders, appraisals conducted in accordance with all attachments contemplated therebylaw and regulations governing the Lenders or any of them and other documentation and information as the Administrative Agent shall require in accordance with its standard and customary secured real estate lending practices. Notwithstanding anything All such documentation shall be satisfactory in form and substance to the contrary hereinAdministrative Agent. It is understood and agreed that, with respect in the event that payment in full of the REIT Subordinated Notes from the proceeds of new equity of the REIT shall not have occurred prior to any March 18, 2002, then the Administrative Agent shall be authorized to begin the documentation and other processes which it deems necessary and advisable for the taking of security documents relating to real property to under this Section 7.17 and shall be entitled for reimbursement of all costs and expenses thereof as provided in the extent constituting Collateral, to the extent that any following sentence even if such security interest is not so granted and/or perfected payment then occurs on or prior to the Conversion DateJune 18, then Holdings 2002. All costs and the Borrower each agrees to deliver or cause to be delivered expenses of providing such documents security, including without limitation appraisal fees and instrumentsexpenses, reasonable legal fees and take or cause to be taken such expenses, insurance premiums and all other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case reasonable expenses of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionAgent, shall be for the account of the Borrowers.

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (abut only, in the case of real Property, the Mortgaged Properties) All outstanding Stock to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will (i) cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Pledge Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case, as favor of the Conversion DateAdministrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, shall have been pledged pursuant and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock Mortgaged Properties, and Stock Equivalents) and the Collateral Representative shall have received all certificatesdeposit accounts maintained, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantor shall, shall be required hereunder to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced such pledge thereunder is prohibited by one applicable law or more global promissory notes and shall have been pledged its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to the Pledge Agreementlegally valid, binding and the Collateral Representative shall have received all enforceable pledge agreements and (2) no amendments or supplements to such promissory notesMortgages, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents Mortgage Instruments, control agreements, blocked account agreements and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pledge agreements are required to be fileddelivered hereunder until March 31, registered 2010 or recorded to create such later date as the Liens intended to be created by any Security Document to be executed on Administrative Agent may agree in the Conversion Date and to perfect such Liens to the extent required by, and exercise of its reasonable discretion after consultation with the priority required byLenders (it being understood and agreed that the failure to deliver such amendments and supplements by March 31, 2010 or such Security Document later date shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (dconstitute a Default under Section 7.3) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to (a) the extent constituting Collateral, to Mortgaged Properties on the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days Closing Date in the case of Collateral consisting such amendments and supplements and (b) the pledge of mining properties) the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such amendments, supplements and pledge agreements as soon as practicable after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionClosing Date.

Collateral. (a) All outstanding Stock 13.3.1 S▇▇▇▇ Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, S▇▇▇▇ Mart will hold the Supplier’s share of the Borrower directly owned by Holdings and all Stock of each Subsidiary proceeds from the Collateral for the account of the Borrower directly owned Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. Any such payments shall be made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). 13.3.2 S▇▇▇▇ Mart agrees that in addition to its obligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to S▇▇▇▇ Mart that there is the Borrower occurrence and continuance of a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and S▇▇▇▇ Mart shall hold the Collateral for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in S▇▇▇▇ Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after S▇▇▇▇ Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, S▇▇▇▇ Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the S▇▇▇▇ Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as S▇▇▇▇ Mart shall require which limitations are intended to avoid disruption of S▇▇▇▇ Mart’s normal operations or any Subsidiary Guarantor, possible confusion in each case, as the mind of the Conversion Datepublic as to whether any of S▇▇▇▇ Mart’s assets are being removed. In connection with any liquidation of the Merchandise from S▇▇▇▇ Mart’s premises, all advertising with respect to such sale shall have been pledged pursuant be subject to the Pledge Agreement prior approval of S▇▇▇▇ Mart (except that such Credit Parties which approval shall be given or withheld in S▇▇▇▇ Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). S▇▇▇▇ Mart shall not be required deemed to pledge have failed to have acted in good faith by refusing to approve any Excluded Stock and Stock Equivalents) and advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being liquidated. Upon any removal of the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge in accordance with this Agreement, accompanied Supplier’s Lender shall not be liable for any diminution in the value of the S▇▇▇▇ Mart’s Premises or S▇▇▇▇ Mart’s business which is caused by instruments the removal or absence of transfer the Collateral. Supplier’s Lender does hereby agree to indemnify and undated stock powers endorsed hold harmless S▇▇▇▇ Mart from all damages and costs of defense (including reasonable attorneys’ fees) arising from the claims of any and all third parties, including, without limitation, Supplier, against S▇▇▇▇ Mart for complying with any directions of Supplier’s Lender, except to the extent S▇▇▇▇ Mart is finally determined by a court of competent jurisdiction to have committed willful misconduct or to have acted in blanka grossly negligent manner or in actual bad faith. (b) All Indebtedness 13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Supplier’s Lender’s assumption of any obligations of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallSupplier under this Agreement. However, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to during the Pledge Agreement, and period of Supplier’s Lender’s exercise of control over the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed while in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇S▇▇▇▇ permitted Mart’s stores, Supplier’s Lender agrees to provide by the terms hereof as they relate to the Collateral. 13.3.4 S▇▇▇▇ Mart will provide to the Lender, as and when forwarded or furnished to the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as S▇▇▇▇ Mart provides Supplier) of this Agreement given by S▇▇▇▇ Mart to the Supplier and any notice of termination of this Agreement. 13.3.5 S▇▇▇▇ Mart acknowledges and agrees that the Lender has no obligation to make any loan or advance to the Supplier for the purpose of assisting the Supplier in the performance of its obligations under this Agreement, including, without limitation, for paying any amounts due from the Supplier to S▇▇▇▇ Mart. S▇▇▇▇ Mart is not a beneficiary of the financing agreements and shall have no right to enforce the terms thereof or assert any claims hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the New 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 New Notess, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) All Indebtedness Each holder of New Notes, by its acceptance thereof, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower and each Subsidiary of Collateral, (ii) authorizes the Borrower that is owing Collateral Agent to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, act on its behalf as “collateral agent” under this Indenture and the Collateral Representative shall have received Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorize and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations as set forth in the Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all such promissory notesLiens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with instruments of transfer with respect thereto endorsed in blanksuch powers and discretion as are reasonably incidental thereto. (c) All documents and instruments, including Uniform Commercial Code Notwithstanding anything to the contrary herein or other applicable personal property and financing statements, reasonably requested by in the Collateral Agent Agreement (but, for the avoidance of doubt, subject to Section 9.10(b)) , this Indenture will not require any property or assets (including, for avoidance of doubt, Material Real Property) to be filedpledged as Collateral, registered or recorded to create the Liens intended to be created by require any Security Document to be executed on the Conversion Date and action to perfect such Liens pledge, to the extent such property or assets are not required byto be pledged to secure, and or such action to perfect is not required to be taken with respect to, the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration Credit Agreement or recording and none of the Collateral shall be subject to any other pledges, security interests Material First Lien Indebtedness (it being understood that any similar provision to this Section 13.01(c) in any Material First Lien Indebtedness shall not be deemed to be a requirement to pledge any assets or mortgages, except for ▇▇▇▇▇ permitted hereunderproperty to secure such Material First Lien Indebtedness or a requirement to take action to perfect any pledge). (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerCollateral Documents. Furthermore, together with each Holder, by accepting a New Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the New Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each will be authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all attachments contemplated thereby. times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents. (i) Notwithstanding anything to the contrary herein or in the Collateral Documents or any other Note Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (A) any Guarantee provided by any Regulated Guarantor Subsidiary under any Collateral Document shall initially be deemed not to Guarantee this Indenture, the New Notes and the Obligations, (B) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Collateral Document shall initially be deemed not to secure this Indenture, the New Notes and the Obligations and (C) the Collateral and Guarantee Requirement, insofar as it relates to this Indenture, the New Notes and the Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as a Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, and, if such Regulated Guarantor Subsidiary is a Regulated Grantor Subsidiary, the New Notes Collateral Permit Condition (as defined below) shall also have been satisfied with respect to such Regulated Grantor Subsidiary, (x) clause (A) of this Section 13.01(i) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee this Indenture, the New Notes and the Obligations as provided in Article 12, and (y) the Collateral and Guarantee Requirement, insofar as it relates to the Note Guarantees by such Regulated Guarantor Subsidiary of this Indenture, the New Notes and the Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary to the extent otherwise provided herein. At such time as the New Notes Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, and, if such Regulated Grantor Subsidiary is a Regulated Guarantor Subsidiary, the Guarantee Permit Condition shall also have been satisfied with respect to such Regulated Guarantor Subsidiary, (x) clause (B) of this Section 13.01(i) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure this Indenture, the New Notes and the Obligations as provided in the Collateral Documents and (y) the Collateral and Guarantee Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure this Indenture, the New Notes and the Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary to the extent otherwise provided herein. As used in this Section 13.01, (1) “New Notes Collateral Permit Condition” means, with respect to any security documents relating Regulated Grantor Subsidiary, that (a) the Collateral Permit Condition has been satisfied and (b) such Regulated Grantor Subsidiary has obtained all material (as determined in good faith by the Issuer) authorizations and consents of Governmental Authorities, if any, required in order for it to real property to become a Grantor in respect of this Indenture, the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings New Notes and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to Obligations under the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. (ai) All The Interim Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to the Required Lenders and shall not have been vacated, reversed, modified, amended or stayed. (ii) Except for any items referred to on Schedule 5.12, all outstanding Stock Equity Interests, regardless of the Borrower directly owned by Holdings and all Stock of each Subsidiary form of the Borrower directly owned by Equity Interests (other than Excluded Securities), in the Borrower or any Subsidiary Guarantor, in and each case, as of Guarantor required to be pledged pursuant to the Conversion Date, Security Documents shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) thereto, and the Collateral Representative Agent shall have received all certificates, if any, the certificates representing such securities the Equity Interests in and of the Borrower and each Guarantor to the extent required to be delivered under the Security Documents and pledged under the Pledge AgreementSecurity Documents to the extent certificated, accompanied by instruments of transfer and undated stock powers or allonges endorsed in blank. (biii) All Indebtedness Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the Borrower definition of “Collateral and each Subsidiary Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankClosing Date. (civ) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Representative Administrative Agent (with a copy to the Specified Lender Advisors), and shall be in proper form form, for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderrecording. (dv) Holdings and Except to the Borrower shall deliver extent referred to on Schedule 5.12, the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrowershall have received customary evidence that all insurance required to be maintained pursuant to Section 5.02 has been obtained as in effect, together with all attachments contemplated thereby. Notwithstanding anything certificates of insurance and endorsements required pursuant to the contrary herein, with respect Section 5.02. (vi) Provisions reasonably satisfactory to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent and the Required Consenting First Lien Lenders (as defined in its sole discretionthe RSA) for the payment of all fees and taxes for filings described in this Section 4.02(b) shall have been duly made.

Collateral. (a) All outstanding Stock As collateral security for the performance of its obligations hereunder, the Portfolio Manager hereby (i) pledges to the Issuer and grants to the Issuer a security interest in all of the Borrower directly owned by Holdings Portfolio Manager’s right, title and interest in, to and under the CLO Asset Management Fees and all Stock of each Subsidiary proceeds of the Borrower directly owned by the Borrower or any Subsidiary Guarantorforegoing, in each case, as of case whether now owned or hereafter acquired and whether now existing or hereafter coming into existence and (ii) acknowledges and agrees that the Conversion Date, shall have been pledged pursuant Issuer will pledge its rights therein to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Agent as provided in blankSection 8.1(b). (b) All Indebtedness As collateral security for the prompt payment in full and performance when due (whether at stated maturity, by acceleration, by liquidation or otherwise) of the Borrower and each Subsidiary Secured Obligations to the Collateral Agent on behalf of the Borrower that is owing Secured Parties in accordance with the Priority of Payments, the Issuer hereby pledges to the Borrower or Collateral Agent and grants to the Secured Parties a Subsidiary Guarantor shallsecurity interest in all of the Issuer’s right, title and interest in, to and under (i) each Collateral Debt Obligation, (ii) all underlying instruments with respect to Collateral Debt Obligations, (iii) the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Collateral Administration Agreement, (iv) the Administration Agreement by and between the Collateral Representative shall have received Issuer and MaplesFS Limited, as amended from time to time in accordance with its terms, (v) the Registered Office Agreement dated as of September 26, 2011 by and between the Issuer and MaplesFS Limited, as amended from time to time in accordance with its terms, (vi) each Account and all such promissory notesassets credited to and funds on deposit therein, together with instruments (vii) the CLO Asset Management Fees and (viii) all proceeds of transfer with respect thereto endorsed the foregoing, in blankeach case whether now owned or hereafter acquired and whether now existing or hereafter coming into existence, other than Excepted Property (collectively, the “Collateral”). (c) All documents The Issuer will: (i) Deliver to the Collateral Administrator any and instrumentsall securities and instruments evidencing or otherwise relating to Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Secured Parties may reasonably request, including Uniform Commercial Code or other by taking all steps necessary to ensure that all Collateral Debt Obligations are credited to the applicable personal property Account and financing statements, reasonably requested the CLO Asset Management Fees are credited to the CLO Asset Management Fees Account by the Collateral Agent Administrator and held in accordance with the Collateral 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 (in the reasonable judgment of either Secured Party) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Senior Noteholder to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) promptly furnish or cause to be filedfurnished to the Senior Noteholder or Junior Noteholder any information that it may reasonably request concerning the Collateral; and (iv) preserve and protect (with respect to the Collateral) the Secured Parties’ perfected, registered first priority security interest in the Collateral, and take or recorded cause any action requested by a Secured Party and necessary to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to preserve, defend, protect or perfect such Liens to the extent required by, and with the first priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderinterest. (d) Holdings Except as expressly permitted hereunder and under the Collateral Administration Agreement, the Portfolio Manager (with respect to the CLO Asset Management Fees) and the Borrower Issuer (with respect to the Collateral) 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 CLO Asset Management Fees or Collateral, respectively, or agree to do any of the foregoing, without the prior written consent of Senior Commitment Party. (e) The Secured Parties hereby appoint the Bank as “Collateral Agent” to act on their behalf in accordance with this Agreement. If a Liquidation Event occurs, the liquidation shall deliver be effected as set forth in Section 3.2. The Bank in each of its capacities under this Agreement shall have the same indemnities and immunities provided to the Bank as Collateral Administrator under the Collateral Administration Agreement. In connection with a resignation of the Bank as Collateral Administrator, the Bank may resign from its other capacities pursuant to this Agreement. (f) The Issuer hereby irrevocably appoints the Collateral Agent as its attorney-in-fact with full power of substitution and authorizes the Collateral Agent to take any action and execute any instruments with respect to the Collateral Agent that the Controlling Party may deem necessary or advisable in connection with (i) the Issuer’s grant of a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and security interest in the Borrower, together with all attachments contemplated thereby. Notwithstanding anything Collateral to the contrary hereinSecured Parties and any rights and remedies that the Collateral Agent 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 Collateral, (iii) the sale, termination or other disposition of any Collateral Debt Obligations as provided herein or (iv) 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 Collateral Agent. This power of attorney shall be binding upon, and enforceable against, all beneficiaries, successors, assigns, transferees and legal representatives of the Issuer. (g) The security documents relating interest granted to real property secure the Secured Obligations hereunder shall be terminated and released and all rights in the Collateral will revert to the extent constituting CollateralIssuer on the Refinancing Date upon application of the Available Funds in accordance with the Priority of Payments. In connection with such termination and release, to the extent that any Collateral Agent shall execute and deliver such security interest is not so granted and/or perfected on or prior to documents, instruments and certificates as the Conversion Date, then Holdings and Issuer shall reasonably require at the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionIssuer’s expense.

Collateral. (a) All outstanding Stock The Borrower will cause Liquid Investments of the Borrower directly owned by Holdings and all Stock in an aggregate amount of each Subsidiary not less than the then outstanding principal amount of the Borrower directly owned Tranche A Term Loans (on a margin-adjusted basis based on the requirements described on Exhibit G, as amended, restated supplemented or otherwise modified from time to time by the Borrower or any Subsidiary Guarantor, in each case, as Administrative Agent with the consent of the Conversion Date, shall have been pledged pursuant Borrower) to be subject at all times (subject to the Pledge Agreement 5-Business Day period for mandatory prepayment set forth in Section 2.11(b)) to first priority, perfected Liens (except that such Credit Parties shall not be required subject only to pledge any Excluded Stock and Stock EquivalentsRelevant Permitted Liens) in favor of the Administrative Agent for the benefit of the relevant Holders of Secured Obligations to secure the Secured Obligations in respect of Tranche A Term Loans and the Secured Obligations in respect of Swap Agreements in accordance with the terms and conditions of the Collateral Representative shall have received Documents and to take all certificates, if any, representing such securities pledged under actions reasonably requested by the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Administrative Agent in blankconnection therewith. (b) All Indebtedness of The Borrower will cause the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallDutch Pledgor (and, to the extent exceeding $10,000,000 requested by the Administrative Agent after the occurrence and during the continuation of an Event of Default, the Commissionaires) to grant first priority perfected Liens, subject only to Relevant Permitted Liens, on its accounts receivable and related assets in aggregate principal amountfavor of the Administrative Agent for the benefit of the relevant Holders of Secured Obligations to secure the Secured Obligations in respect of the Tranche B Term Loans and the Secured Obligations in respect of Swap Agreements in accordance with the terms and conditions of the Dutch Pledge Agreement and the other Collateral Documents and to take all such actions reasonably requested by the Administrative Agent in connection therewith. Furthermore, be evidenced by one the Borrower will not permit the Dutch Pledgor, any of the Dutch Pledgor’s Subsidiaries and the Commissionaires to amend or more global promissory notes and shall have been pledged pursuant otherwise modify (in any respect materially adverse to such Holders of Secured Obligations or the liens granted to the Pledge AgreementAdministrative Agent in connection with such accounts receivable and related assets) the systems, structure and process (as in effect on, and disclosed to the Collateral Representative Administrative Agent prior to, the Effective Date) applicable to the origination and collection of such accounts and related assets of the Dutch Pledgor, such Subsidiaries and such Commissionaires. This clause (b) shall have received all such promissory notes, together with instruments cease to apply upon the repayment in full in cash of transfer with the Secured Obligations in respect thereto endorsed in blankof the Tranche B Term Loans. (c) All documents The Borrower further agrees to deliver, and instruments(so long as the Secured Obligations in respect of the Tranche B Term Loans are not repaid in full in cash) cause (i) its applicable Material Subsidiaries and (ii) in the event an Event of Default has occurred and is continuing, including Uniform Commercial Code or other applicable personal property and financing statementsthe Commissionaires to deliver, reasonably in each case to the Administrative Agent all such Collateral Documents as are requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the BorrowerAdministrative Agent, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralappropriate corporate resolutions and other corporate documentation (including, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to requested by the Administrative Agent, legal opinions and such other documents as shall be reasonably requested to perfect the Liens under the Collateral Documents) in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and in its sole discretiona manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected pledge of or charge over the Collateral related thereto, subject only to Relevant Permitted Liens.

Collateral. (a) All outstanding Stock equity interests in whatever form of the Borrower Company and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.15(c)) directly owned by Holdings or on behalf of any Credit Party and all Stock of each Subsidiary of required to be pledged (i) pursuant to the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Pledge Agreement shall have been pledged pursuant thereto (except that the Company and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding Stock of any Foreign Subsidiary) or any Disregarded Entity that directly owns a Foreign Subsidiary and (ii) with respect to the pledge of interests related to TSW Netherlands Holdings C.V., such pledge will be vested pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsDutch Assets) and JPMorgan Chase Bank, N.A., as custodian for the Collateral Representative Agent under the Intercreditor Agreement, shall have received all certificates, if any, certificates representing such the securities pledged under the Pledge AgreementAgreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank, to the extent applicable (except those to be delivered pursuant to Section 9.15(c)). (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed on Agreement and the Conversion Date Pledge Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement, the Pledge Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Representative in proper form Administrative Agent for filing, registration or recording and none (except those to be filed, registered, recorded or delivered pursuant to Section 9.15(c)). (c) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the Collateral shall be subject to Company or a Subsidiary Guarantor: a policy or policies of title insurance 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 other pledgesLiens except as expressly permitted by Section 10.2, security interests or mortgagestogether with such endorsements, except for ▇▇▇▇▇ permitted hereundercoinsurance and reinsurance as the Administrative Agent may reasonably request. (d) Holdings and the Borrower The Company shall deliver to the Collateral Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the BorrowerCompany, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. Further Assurances (a) All outstanding Stock The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Borrower directly owned by Holdings and all Stock Secured Parties (or in the case of each Subsidiary Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Borrower directly owned by Collateral Agent and the Borrower other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or any Subsidiary GuarantorReal Property Collateral, in each case, as to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. ANNEX A-23 The Company shall cause the Obligations to constitute direct senior secured obligations of the Conversion DateCompany and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall have been pledged pursuant to be pari passu in accordance with the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and terms of the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agency Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank). (b) All Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Borrower and each Project Finance Subsidiary is either repaid in full at the time of the Borrower that is owing to Transfer or becomes Permitted Secured Indebtedness in accordance with the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Collateral Agency Agreement, and (z) the Collateral Representative shall have received all such promissory notes, together Project Finance Subsidiary is liquidated or merged with instruments of transfer with respect thereto endorsed in blankand into the Company. (c) All documents and instrumentsIf, including Uniform Commercial Code or other applicable personal property and financing statementsafter the Third Amendment Date, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by Company acquires any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Real Property Collateral, to the extent that Company shall forthwith (and in any event, within five Business Days of such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be agreed to reasonably required by the Administrative Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in its sole discretionsuch Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. (d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree): (i) execute and deliver to the Collateral Agent a Subsidiary Guaranty; (ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments; (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first- priority Lien in the ANNEX A-24 Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and (iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding anything to the contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of any Subsidiary that is subject to an Asset Sale permitted under Section 10.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement without the need for any further consent from, or action by, any Holder. In addition, in connection with any Asset Sale permitted under Section 10.10, the Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Company to further evidence or give effect to the release of any Subsidiary Guaranty by any Subsidiary that is the subject of such Asset Sale.

Collateral. (a) All outstanding Stock and Stock Equivalents of the Borrower directly owned by Holdings EFIH Finance and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, Oncor shall have been pledged to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankFinal Order. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor (other than indebtedness of a Foreign Subsidiary that is owing to the Borrower or a Subsidiary Guarantor) shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankFinal Order. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ Liens permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate; provided, executed and delivered by an Authorized Officer of Holdings and the Borrowerhowever, together with all attachments contemplated thereby. Notwithstanding that notwithstanding anything to the contrary hereincontained in this Agreement or in any other Credit Document, with respect to any but without limiting the grant of a Lien on and security documents relating to real property interest in the Collateral pursuant to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Final Order and the Borrower each agrees Security Documents, the EFIH Debtors will not be obligated to deliver enter into any mortgages (including a Mortgage), authorize any fixture filing, enter into any agreement requiring “control” as defined in Section 9-104, 9-105, 9-106 and 9-107 of the UCC as in effect in any relevant jurisdiction) or cause to be delivered such documents and instrumentsundertake any registration in respect of assets subject to a certificate of title. The Collateral Agent shall have received results of a Uniform Commercial Code search for the jurisdiction of organization of the EFIH Debtors, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to a federal tax lien search for the date that is 120 days (or 180 days in jurisdiction of the case chief executive office of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionEFIH Debtors.

Collateral. (a) All outstanding Stock From and after the Issue Date, the due and punctual payment of the Borrower directly owned principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holdings acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all Stock of each Subsidiary other obligations under this Indenture, including, without limitation, the obligations of the Borrower directly owned Issuers set forth in Section 7.06, and the Notes, the Note Guarantees and the Security Documents, shall be secured by a Lien on the Borrower or any Subsidiary Guarantor, in each caseCollateral on a first-priority basis subject to Permitted Liens, as provided in this Indenture and the Security Documents to which the Issuers and the Guarantors, as the case may be, shall become parties to on the Issue Date or thereafter and will be secured by all of the Conversion Date, shall have been Collateral pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be Security Documents hereafter delivered as required to pledge any Excluded Stock and Stock Equivalents) or permitted by this Indenture and the Security Documents. The Issuers, for the benefit of the Holders, hereby appoint Wilmington Trust, National Association as the initial Notes Collateral Representative shall have received all certificatesAgent, if anyand the Notes Collateral Agent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor Agreements. Each Holder by its acceptance of any Notes and the Note Guarantees thereof, representing irrevocably consents and agrees to such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankappointment. (b) All Indebtedness Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Borrower Security Documents and each Subsidiary the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith, binding such Holder to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankterms thereof. (c) All documents The Trustee and instrumentseach Holder, including Uniform Commercial Code or other applicable personal property by accepting the Notes and financing statementsthe Note Guarantees, reasonably requested acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the Holders, the Notes Collateral Agent, the Agents and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Notes Collateral Agent, the Agents and the Holders is subject to and qualified and limited in all respects by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Documents and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed Intercreditor Agreements and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent actions that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. (a) All outstanding Stock The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (subject to the exceptions contained herein and in any Collateral Document) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Subsidiary of the Borrower Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantorshall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) the vehicle titles for the motor vehicles owned by the Credit Parties on the Effective Date need not be retitled to reflect the Administrative Agent as the lienholder, and no Mortgages are required to be delivered hereunder, in each case, until March 17, 2005 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the Conversion Date, failure to deliver such retitled vehicle titles and Mortgages by the required date shall have been pledged pursuant constitute a Default under clause (d)(i) of Article VII hereof) with respect to (a) the Pledge Agreement (except that such real property owned by the Credit Parties shall not be required on the Effective Date; provided that the Borrower hereby agrees to pledge any Excluded Stock use its best efforts to cause the delivery of such retitled vehicle titles and Stock Equivalents) and Mortgages as soon as practicable after the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankEffective Date. (b) All Indebtedness The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the Borrower locations set forth on Schedule 5.10 hereto and each Subsidiary not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of the Borrower that is owing to the Borrower business; (ii) dispositions of obsolete or a Subsidiary Guarantor shall, worn out equipment to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, permitted under this Agreement and the Collateral Representative other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by be deemed inapplicable during the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none continuation of the Collateral Release Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other pledgesCredit Document to the contrary, security interests or mortgagesthe parties hereto acknowledge and agree that in the event the Borrower receives, except after the Effective Date, investment grade ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) from both S&P (at least BBB-) and ▇▇▇▇▇’▇ permitted hereunder. (d) Holdings and at least Baa3), the Borrower shall deliver security interests granted pursuant to the Collateral Agent a completed Perfection CertificateDocuments will be released (the “Collateral Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BB+ or Ba1 respectively, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to its Subsidiaries will re-grant and perfect such the security interests, on or prior to the date that is 120 days (or 180 days interests in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be agreed to by the Administrative Agent in its sole discretionpermissible.

Collateral. (a) All outstanding Stock of The Notes, the Borrower directly owned Guarantees and the other Obligations under this Indenture shall be secured by Holdings and all Stock of each Subsidiary of security interests (subject to Permitted Liens) in the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each caseCollateral, as of provided in the Conversion DateSecurity Documents and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) Security Documents and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankIntercreditor Agreements. (b) All Indebtedness The Issuer and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of the Borrower and Notes Secured Parties, in each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged case pursuant to the Pledge Agreementterms of the Security Documents and the Intercreditor Agreements, and the Notes Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankAgent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. (c) All documents Each Holder, by its acceptance of any Notes and instrumentsthe Guarantees, including Uniform Commercial Code consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or other applicable personal property may be amended from time to time in accordance with their terms or the terms of this Indenture and financing statements, reasonably requested by (i) authorizes and directs the Trustee and the Notes Collateral Agent to be filedenter into, registered or recorded perform their respective obligations and exercise their respective rights under the Security Documents and the Intercreditor Agreements in accordance therewith, (ii) authorizes and directs the Trustee and the Notes Collateral Agent to create enter into, perform their respective obligations and exercise their respective rights as the Liens intended “Initial Additional Authorized Representative” and “Initial Additional Pari Collateral Agent” under the Pari Passu Intercreditor Agreement and (iii) authorizes and directs the Trustee and the Notes Collateral Agent to be created by any Security Document to be executed on enter into, perform their respective obligations and exercise their respective rights as a “Term Class Debt Representative” and “Term Agent” under the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderABL Intercreditor Agreement. (d) Holdings The Trustee and each Holder, by accepting the Notes and the Borrower shall deliver to Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral Agent a completed Perfection Certificateas now or hereafter constituted shall be held for the benefit of the Notes Secured Parties, executed and delivered by an Authorized Officer that the Lien of Holdings this Indenture and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to Security Documents in respect of the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings Trustee and the Borrower each agrees Holders is subject to deliver or cause to be delivered such documents and instruments, qualified and take or cause to limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. (a) All outstanding Stock As a condition for receiving ISOC-IL’s accreditation approval, the Registrar shall deposit an autonomous bank guarantee, linked to the representative rate of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantordollar (US), in each casethe wording specified in appendix “L”: bank guarantee (hereinafter referred to as “the guarantee”). The guarantee will be in the amount of 20,000 NIS or 40,000 NIS, as of the Conversion DateISOC-IL, shall have been pledged pursuant in its discretion, determines, according to the Pledge Agreement (except information that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Registrar presented in blankits offer. (b) All Indebtedness The guarantee shall be valid for at least one year and the Registrar shall be liable to extend its validity so long as this agreement is valid and for not more than one year on each occasion. If the validity of the Borrower guarantee is not extended and each Subsidiary ISOC-IL is not furnished with an extended bank guarantee at least seven days prior to the date of the Borrower that guarantee’s expiry, ISOC-IL may realize the guarantee and retain the amount thereof until an alternative guarantee is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankfurnished as provided herein. (c) All documents and instrumentsIf the Registrar does not pay any financial debt to ISOC-IL, including Uniform Commercial Code ISOC-IL may, on 10 days’ written warning, obtain payment of all or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none part of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderdebt from the guarantee. (d) Holdings and If ISOC-IL directly or indirectly incurs any extra expenses in consequence of acts or omissions of the Borrower shall deliver Registrar that are in contravention of this agreement, inter alia, but without limitation, legal or collection expenses, ISOC-IL may, after giving 10 days’ written warning, obtain payment from all or part of the guarantee, up to the Collateral Agent amount of the expenses actually occasioned to it. (e) If ISOC-IL exercises its aforesaid powers, the Registrar shall arrange, within 14 days of ISOC- IL collecting amounts from the guarantee, for a completed Perfection Certificatenew guarantee to be issued in accordance with the terms and conditions hereof, executed and delivered by an Authorized Officer instead of Holdings and the Borrowerguarantee from which payment was obtained, together with all attachments contemplated thereby. Notwithstanding anything as a condition for its continued activity as accredited registrar pursuant hereto. (f) Upon the agreement’s termination, ISOC-IL shall return the guarantee to the contrary hereinRegistrar, with respect less any unpaid debt of the Registrar and less the costs of transferring the holders to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionregistrars.

Collateral. (a) All outstanding Stock Subject to the terms of and as more fully set forth in the Springing Lien Escrow Agreement and the other Collateral Documents, in addition to the grants of Non-Springing Lien Collateral, from and after the occurrence of an event described in clause (i) or (ii) of the Borrower directly owned definition of "Trigger Event," the Obligations shall be secured by Holdings a Perfected Lender Lien upon the Springing Lien Assets and Collateral, other than Securitization Property (provided that, Collateral consisting of Principal Property shall not be encumbered by Obligations exceeding the amount permitted under the October 2000 Indenture, as set forth more fully in the applicable Collateral Document); upon the occurrence of a Trigger Event that is an Unwind, the Obligations shall be secured by a Perfected Lender Lien upon all Securitization Property, together with all other Springing Lien Assets and Collateral. Upon the occurrence of any such Trigger Event, (i) Avnet irrevocably authorizes and instructs the Administrative Agent to, and agrees that the Administrative Agent may, take any and all Stock of each Subsidiary steps and actions as necessary or appropriate in the discretion of the Borrower directly owned Administrative Agent to Perfect the Lender Liens in the property specified hereinabove and in the applicable Collateral Documents, including the delivery of any notice to the document escrow agent under the Document Escrow regarding the occurrence of such Trigger Event; (ii) Avnet shall be deemed to have made all representations and warranties contained herein on and as of the date thereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date); and (iii) Avnet shall promptly execute and deliver, or cause to be executed and delivered, with respect to any and all Foreign Stock Collateral as specified by the Borrower Administrative Agent, such documents and agreements, including opinions of local counsel in the jurisdiction of the issuer, and perform or any Subsidiary Guarantorcause to be performed such other acts, as may be desirable in the discretion of the Administration Agent to better ensure the Perfection and enforceability of the Lender Lien in such Foreign Stock Collateral under the laws of the jurisdiction of the issuer thereof, all such matters to be completed to the satisfaction of the Administration Agent by no later than 60 days after the date of such Trigger Event. (b) If there has occurred a Trigger Event consisting of or including an Unwind and Avnet subsequently consummates within 60 days of the date of the Unwind in respect of the Permitted Securitization being replaced a Permitted Securitization Refinancing, the Administrative Agent shall, provided there exists at such time no Default or Event of Default and to the extent necessary to consummate such Permitted Securitization Refinancing (in each case, as certified by a Responsible Officer of Avnet), execute and deliver a release of Securitization Property from the Conversion DateLender Lien, shall have been pledged pursuant in form and substance satisfactory to the Pledge Agreement (except that such Credit Parties shall not be required to pledge Administrative Agent. Thereafter, pending any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required byfurther Unwind, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral Securitization Property shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. Collateral Documents placed in Document Escrow (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security which documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each Avnet agrees to execute and deliver or cause to be executed and delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to requested by the Administrative Agent Agent)." (j) Section 5.09 of the Credit Agreement shall be amended and restated in its sole discretion.entirety as follows:

Collateral. With respect to Collateral located in the United States, the security interest granted by ARTICLE VII hereof and accompanying financing statements, when (ai) All outstanding Stock duly filed in the appropriate governmental offices in accordance with the Uniform Commercial Code in effect in the applicable jurisdictions and (ii) Borrower has acquired an ownership interest in the Collateral, shall create a valid and perfected first priority Lien in and to the Collateral, enforceable against (x) other Persons in all jurisdictions securing the payment of the Obligations without penalty (subject to Permitted Liens) and (y) Liens such as carrier's, warehousemen's and mechanic's liens, which arise in the ordinary course of business with respect to obligations not yet due or being contested in good faith by appropriate proceedings and for which Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to set aside reserves on its books as required by GAAP. Without limiting the Pledge Agreement (except that foregoing, upon filing such Credit Parties shall not financing statements, no further action will be required to pledge perfect fully the Lien of Lender in any Excluded Stock such Collateral. With respect to Collateral located in Mexico or Canada, the security interest granted by ARTICLE VII hereof when, the appropriate action has been taken in accordance with appropriate statutes and Stock Equivalentsregulations in effect in the applicable jurisdictions, and Borrower has acquired an ownership interest in the Collateral, shall create a valid and perfected first priority Lien in and to the Collateral, enforceable against (x) other Persons in said jurisdiction securing the payment of the Obligations without penalty (subject to Permitted Liens) and (y) Liens such as carrier's, warehouseman's and mechanic's liens, which arise in the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments ordinary course of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, business with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is obligations not so granted and/or perfected yet due or being contested in good faith by appropriate proceedings and for which Borrower shall set aside reserves on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions its books as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionGAAP.

Collateral. The Obligations and the Hedge Obligations (subject to the provisions set forth in the definition of Security Documents) shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of the Security Documents, and in each case subject to Permitted Liens. If Borrower enters into any interest rate agreements or hedging agreements which are in any manner related to the Loans or the Facility, Borrower agrees to assign the same to Agent, for the benefit of the Lenders, by entering into Agent’s reasonable form of assignment of interest rate agreements or hedging agreements at the time Borrower enters into such agreements. The Borrower shall (and shall cause IR OpCo) to comply, in all material respects, with the terms and provisions of the Security Documents, including, without limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, on account of any and all additional Subsidiaries of Borrower and/or IR OpCo which shall exist from and after the Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower and/or IR OpCo acquiring or creating any such additional Borrower Subsidiary, together with such information, documents, and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation required to be provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge, the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e)). Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower Subsidiary which is established from and after the Closing Date, Borrower shall cause IR OpCo and such Borrower Subsidiary (x) to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge, and the ability to enter into a Guaranty of Obligations, respectively as applicable, and to provide such other stock or ownership certificates, executed transfer powers, and documentation (as further provided therein) as reasonably required by Agent to perfect or vest more securely its pledge and security interest to and in the applicable “Collateral” (as defined in each such applicable Ownership Interest Pledge or Distribution Interest Pledge), and (y) to execute and deliver a corresponding joinder to the Guaranty, in form and substance reasonably satisfactory to Agent (in each case to the extent such Ownership Interest Pledge, Distribution Interest Pledge, or Guaranty of Obligations is permitted to be provided (and/or not prohibited from being provided) as reasonably determined in good faith), respectively as applicable, together with all “know your customer” and other materials reasonably requested by Agent to ensure that each such Borrower Subsidiary is in compliance with §6.1(e). Without limiting the foregoing, with respect to those Borrower Subsidiaries set forth in Schedule 5.1, Borrower covenants and agrees that (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each caseand/or IR OpCo, as of the Conversion Dateapplicable, shall have been pledged pursuant promptly provide written notice to each lender or other third party required for it to grant the applicable Ownership Interest Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallDistribution Interest Pledge, to the extent exceeding $10,000,000 detailed in aggregate principal amountSchedule 5.1 (it being understood that, for the avoidance of doubt, no consent shall be evidenced by one required to be obtained from any such lender or more global promissory notes other third party (which is not an Affiliate or Subsidiary of Borrower or Guarantors) in respect of such Ownership Interest Pledge, Distribution Interest Pledge or Guaranty of Obligations) and (b) within sixty (60) days after the Closing Date, Borrower and/or IR OpCo, as applicable, shall have provided the applicable Ownership Interest Pledge or Distribution Interest Pledge (and, as provided above, the corresponding joinder to the Guaranty), respectively as applicable, and shall have been pledged pursuant to the Pledge Agreementprovided such other stock or ownership certificates, executed transfer powers, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. documentation (cas further provided therein) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, as reasonably requested required by the Collateral Agent to be filed, registered perfect or recorded vest more securely its pledge and security interest to create and in the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect applicable “Collateral” (as defined in each such Liens applicable Ownership Interest Pledge or Distribution Interest Pledge) (in each case to the extent required bysuch Ownership Interest Pledge, and with the priority required byDistribution Interest Pledge, such Security Document shall have been delivered or Guaranty of Obligations is permitted to the Collateral Representative be provided (and/or not prohibited from being provided) as reasonably determined in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrowergood faith), together with all attachments contemplated thereby. Notwithstanding anything “know your customer” and other materials reasonably requested by Agent to the contrary herein, ensure that each such Borrower Subsidiary is in compliance with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion§6.1(e).

Collateral. (a) All outstanding Stock of the Borrower directly owned The Obligations shall be secured by Holdings and all Stock of each Subsidiary of the Borrower directly owned a first priority security interest to be held by the Borrower or any Subsidiary Guarantor, Agent (subject only to Permitted Liens) in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankCollateral. (b) All Indebtedness Except as provided in Section 5.2 hereof, the Agent agrees not to perfect any security interest granted under the Security Documents unless and until the occurrence of an Event of Default hereunder, in which case such perfection shall be obtained at the Borrower Obligors' cost. Simultaneously with the execution of this Agreement, each Obligor shall execute any and each Subsidiary all documents reasonably necessary to obtain such perfection (excluding perfection of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shallsecurity interest in Collateral located in retail locations), to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and Agent shall hold such documents and shall have been pledged pursuant to not record same until after the Pledge Agreementoccurrence of an Event of Default. In addition, each Obligor shall immediately notify Agent in the event the location of any such Collateral changes and the Collateral Representative shall have received all will execute such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All additional filing documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to which would be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and necessary to perfect such Liens security interest. Upon the occurrence of an Event of Default, Obligors shall execute such additional documents as requested by Agent necessary to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative perfect Lenders' security interest in proper form for filing, registration or recording and none all of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to excluding the Collateral located in the retail store locations of DTS), and Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with shall record such documents in all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralappropriate jurisdictions necessary or in Agent's opinion advisable, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior unless the Majority Lenders object to said filing in writing delivered to Agent within ten (10) Business Days following receipt of notice of Agent's intent to file such UCC financing statements; provided, however, Obligors shall not be third party beneficiaries of this provision. Such recordation and filing fees shall be immediately reimbursed by Obligors to Agent and, if not reimbursed within two (2) Business Days after request therefor by Agent, such amounts shall begin to accrue interest at the date that is 120 days (or 180 days default rate set forth in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSection 4.11 hereof.

Collateral. (a) All outstanding Stock Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement (the "Security Agreement") regarding the grant of a security interest by Owlstone Nanotech Inc, a Delaware corporation and subsidiary of Company ("Owlstone"), in the "Collateral" described therein to the Collateral Agent, for the benefit of the Borrower directly owned by Holdings Lenders and all Stock (ii) Company is issuing the Notes to the Lenders pursuant to one or more "Subscription Agreements" dated at or about the date of each Subsidiary this Agreement. Prior to the execution and delivery of the Borrower directly owned this Agreement by the Borrower or any Subsidiary GuarantorCollateral Agent and the Lenders, in each caseCompany issued Senior Secured Notes dated as of April 9, 2009 and August 10, 2009, as of amended (the Conversion Date, shall have been pledged "Prior Notes") to one or more Lenders pursuant to one or more Subscription Agreements dated as of April 9, 2009, as amended (the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and "Prior Subscription Agreements"). Collectively, the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Security Agreement, accompanied by instruments of transfer the Notes, the Prior Notes, the Subscription Agreements, the Prior Subscription Agreements and undated stock powers endorsed in blankother agreements referred to therein are referred to herein as "Borrower Documents". (b) All Indebtedness The Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Borrower Lenders in accordance with this Agreement and each Subsidiary of the Borrower that is owing Documents. No reference to the Borrower Documents or a Subsidiary Guarantor shall, any other instrument or document shall be deemed to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one incorporate any term or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankprovision thereof into this Agreement unless expressly so provided. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Collateral Agent is to distribute in accordance with the Borrower Documentsany proceeds received from the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens which are distributable to the extent required by, and with the priority required by, such Security Document shall have been delivered Lenders in proportion to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security their respective interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after Obligations as defined in the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSecurity Agreement.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant The Security Documents are effective to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver grant to the Collateral Agent for the equal and ratable benefit of the Secured Parties a completed Perfection Certificatelegal, executed valid and delivered by an Authorized Officer enforceable first priority Lien on the Collateral (subject to Permitted Liens). As of Holdings the date hereof, (i) the security interests in the UCC Collateral granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Security Documents: (a) constitute, as to such Collateral, a legal, valid and enforceable security interest and Lien under the New York UCC, and (b) constitute first priority Liens on such Collateral described in the Security Documents, subject to no Liens other than Permitted Liens and the Borrowerrights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement, together with (ii) all attachments contemplated thereby. Notwithstanding anything action as is required pursuant to the contrary hereinSecurity Documents has been taken to establish and perfect the Collateral Agent’s rights in and to, with respect and the first priority of its Lien (subject to Permitted Liens) on, the Collateral as set forth in the immediately preceding clause (i), including any recording, filing, registration, delivery to the Collateral Agent, giving of notice or other similar action, and (iii) the Deeds of Trust create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties, a valid security documents relating interest and first priority Lien in all the Company’s right, title and interest in and to the real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings subject thereto and the Borrower each agrees proceeds thereof, subject to deliver or cause to be delivered such documents no Liens other than Permitted Liens and instrumentsthe rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. Sharyland Distribution & Transmission Services, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.L.L.C. Note Purchase Agreement

Collateral. The respective liens and security interests granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents (a) All outstanding Stock of constitute as to personal property included in the Borrower directly owned by Holdings Collateral a valid security interest and all Stock of each Subsidiary of (b) constitute as to the Borrower directly owned by Mortgaged Property included in the Borrower or any Subsidiary GuarantorCollateral a valid lien and security interest in the Mortgaged Property, in each case, as case to the extent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Conversion Date, shall have been pledged Secured Parties) pursuant to the Pledge Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Depositary Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer (iii) with respect thereto endorsed to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in blank.each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (ci) All documents Title Exceptions and instruments, including Uniform Commercial Code or other applicable personal property Permitted Liens described in clauses (a) and financing statements, reasonably requested by (e) of the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens definition of "Permitted Liens," (ii) to the extent required byby Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens" and (iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the priority Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required byfor perfection, all such Security Document shall have action as is necessary has been delivered taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral Representative in proper form for existence on such date to the extent Collateral Agent's security interest can be perfected by filing, registration including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and none maintain the perfection of the interest, title or Liens of the Collateral shall be subject to any other pledgesDocuments, security interests and on the Closing Date all such filings or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property recordings will have been made to the extent constituting CollateralCollateral Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to contemplated by the Administrative Agent in its sole discretionCollateral Documents.

Collateral. (a) All outstanding Stock Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will cause the Applicable Pledge Percentage of the issued and all outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case, as favor of the Conversion DateAdministrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall have been pledged be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be required hereunder to the Pledge Agreement (except extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until [ ] or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Effective Date; and (4) no Liens or Mortgages on any Fee Owned Real Property shall not be required hereunder to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under extent the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed Borrower is in blankcompliance with the Mortgage Requirement. (b) All Indebtedness The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each Subsidiary other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), no re-granting of the Borrower that is owing to security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of BBB (stable or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one better outlook) or more global promissory notes higher from S&P and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. Baa2 (cstable or better outlook) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for from ▇▇▇▇▇ permitted hereunder▇’▇. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock From and after the Acquisition Closing Date and the consummation of the Borrower directly owned by Holdings Escrow Merger, the due and all Stock of each Subsidiary punctual payment of the Borrower directly owned principal of, premium, if any, and interest on the Notes and the Guarantees 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 Borrower or any Subsidiary Guarantoroverdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guarantees and the Security Documents, shall be secured by a Lien on the Fixed Asset Collateral on a first-priority basis and secured by a Lien on the Current Asset Collateral on a second-priority basis, in each casecase subject to Permitted Liens, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the Acquisition Closing Date or thereafter and will be secured by all of the Conversion Date, shall have been Collateral pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be Security Documents hereafter delivered as required to pledge any Excluded Stock or permitted by this Indenture and Stock Equivalents) the Security Documents. The Issuer, for the benefit of the Holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Collateral Representative shall have received all certificatesAgent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor Agreements. Each Holder by its acceptance of any Notes and the Guarantees thereof, if any, representing irrevocably consents and agrees to such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankappointment. (b) All Indebtedness Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Borrower Security Documents and each Subsidiary the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Borrower or a Subsidiary Guarantor shall, Collateral Agent to perform its obligations and exercise its rights under the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, Security Documents and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed Intercreditor Agreements in blankaccordance therewith. (c) All documents The Trustee and instrumentseach Holder, including Uniform Commercial Code or other applicable personal property by accepting the Notes and financing statementsthe Guarantees, reasonably requested acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Documents and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed Intercreditor Agreements and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent actions that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionthereunder.

Collateral. (a) All outstanding Capital Stock of the Borrower directly owned by Holdings and all Capital Stock of each Wholly Owned Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, case as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock EquivalentsCapital Stock) and the Collateral Representative Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (bi) All Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of the Borrower and each Subsidiary of the Borrower $10,000,000 (individually) that is owing to the Borrower or a any Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, shall be evidenced by one or more global a promissory notes note and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary on the Closing Date and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including Uniform Commercial Code UCC or other applicable personal property security financing statements and financing statementsIntellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document to be executed Documents on the Conversion Date Collateral owned by the Borrower and to the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Representative Agent in proper appropriate form for filing, registration or recording under the UCC and none of with the Collateral shall be subject to any other pledgesUnited States Patent and Trademark Office or the United States Copyright Office, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderas applicable. (d) Holdings and the Borrower shall deliver to the The Collateral Agent shall have received a completed Perfection Certificate, executed dated as of the Closing Date and delivered signed by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. (a) All outstanding Stock of The Notes Obligations owing to the Borrower directly owned Secured Parties shall be secured by Holdings a Lien on the Fixed Asset Collateral on a first-priority basis and all Stock of each Subsidiary of secured by a Lien on the Borrower directly owned by the Borrower or any Subsidiary GuarantorCurrent Asset Collateral on a second-priority basis, in each casecase subject to Permitted Liens and the Intercreditor Agreements, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the Issue Date or thereafter and will be secured by all of the Conversion Date, shall have been Collateral pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be Security Documents delivered on the date hereof or hereafter delivered as required to pledge any Excluded Stock or permitted by this Indenture, the Security Documents and Stock Equivalents) the Intercreditor Agreements. The Issuer, for the benefit of the Holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Collateral Representative shall have received all certificatesAgent is hereby authorized and directed to execute and deliver the Security Documents and the Intercreditor Agreements. Each Holder by its acceptance of any Notes and the Guarantees thereof, if any, representing irrevocably consents and agrees to such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankappointment. (b) All Indebtedness Each Holder, by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of the Borrower Security Documents and each Subsidiary the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Borrower or a Subsidiary Guarantor shall, Collateral Agent to perform its obligations and exercise its rights under the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, Security Documents and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed Intercreditor Agreements in blankaccordance therewith. (c) All documents The Trustee and instrumentseach Holder, including Uniform Commercial Code or other applicable personal property by accepting the Notes and financing statementsthe Guarantees, reasonably requested acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as hereafter constituted shall be held for the benefit of all the Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Secured Parties is subject to and qualified and limited in all respects by the Collateral Agent to Security Documents and the Intercreditor Agreements and actions that may be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereundertaken thereunder. (d) Holdings Notwithstanding anything in this Indenture to the contrary, (a) the provisions of this Article 12 shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Issuer or any Guarantor, or the provision of Guarantees by any Subsidiary (i) in respect of the Issuer and the Borrower shall deliver Guarantors that are Domestic Subsidiaries, if such assets constitute Excluded Assets, (ii) in respect of non-U.S. Guarantors, other than in accordance with the Agreed Security Principles and/or (iii) if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable law (other than anti-assignment provisions included in general banking conditions), (B) violate the terms of any contract (to the Collateral Agent a completed Perfection Certificateextent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything after giving effect to the contrary herein, with respect applicable anti-assignment provisions of the UCC or other applicable law) or (C) trigger termination of any contract pursuant to any security documents relating “change of control” or similar provision (to real the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); provided that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Collateral, Excluded Assets) arising out of any contract described in this clause (iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable law (and in respect of any non-U.S. Guarantors, is otherwise effective) notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the terms of this Indenture shall be subject to exceptions and limitations set forth in the Agreed Security Principles and in the Security Documents as in effect on the Issue Date, (c) the Collateral Agent shall not be authorized hereunder to take any perfection actions with respect to assets of the Issuer or any Guarantor consisting of (A) commercial tort claims with a value less than $20,000,000, (B) motor vehicles and other assets subject to certificates of title, (C) letter of credit rights that cannot be perfected by filing a financing statement under the UCC, (D) promissory notes evidencing debt for borrowed money in a principal amount individually or in an aggregate of less than $20,000,000 and (E) (i) the Capital Stock of any such security interest Immaterial Subsidiary and/or (ii) the Capital Stock of a Person that is not so granted and/or perfected on or prior a subsidiary, which Person, if a subsidiary, would constitute an Immaterial Subsidiary, (d) unless also required pursuant to the Conversion Dateterms of the ABL Facility, then Holdings and neither the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may Issuer nor any Guarantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and (e) in respect of any Subsidiary which is formed or acquired after the Issue Date, the requirement to provide a Note Guarantee and Collateral by such Subsidiary shall apply on the date set forth in Section 12.05. The Term Loan Agent (in its reasonable discretion, acting solely on behalf of the Term Loan lenders) may grant extensions of time under the Term Loan for the creation and perfect perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Note Guarantee by any Subsidiary (and such security interests, on or prior extensions shall automatically apply to the date that is 120 days (timelines set forth in Section 12.05 in connection with the assets acquired, or 180 days in the case of Collateral consisting of mining properties) Subsidiaries formed or acquired, after the Conversion Date Issue Date, but not, for the avoidance of doubt, in respect of any requirements set forth in Section 12.03 in respect of (x) assets that, as of the Issue Date, secure Obligations in respect of the Term Loan or (y) guarantees, in effect as of the Issue Date, of Obligations in respect of the Term Loan) where it determines that such longer period of time as may action cannot be agreed to accomplished without undue effort or expense by the Administrative Agent in its sole discretiontime or times at which it would otherwise be required to be accomplished by the Term Loan and this Indenture, and such determination will be binding on the Holders.

Collateral. (a) All outstanding Stock filings, assignments, pledges and deposits of documents or instruments have been made and all other actions have been taken that are necessary, under applicable law, to establish and perfect the Agent's security interest in the Collateral. The Collateral and the Agent's rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. The Borrower or its Subsidiaries, collectively, is the owner of the Borrower directly owned Collateral, free from any lien, security interest, encumbrance and any other claim or demand, except for Permitted Liens or other liens which are or have been consented to by Holdings the Agent and all Stock the Majority Banks." G. Amendment to Section 6.17 (Use of each Subsidiary Proceeds; Regulations U and X) The first sentence of Section 6.17 of the Borrower directly owned Credit Agreement is hereby amended and restated in its entirety so as to read as follows: "The proceeds of the Revolving Credit Loans and the obtaining of the Letters of Credit shall be used solely for the Borrower's working capital purposes (but excluding any use of such proceeds for earnout payments, contingent consideration payments or similar payments based on operating results in respect of further consideration owed by the Borrower in connection with any prior stock or any Subsidiary Guarantorasset acquisition, except that, in each case, as connection with the consummation of the Conversion DateSPI Sale, shall have been pledged pursuant the Borrower may utilize the proceeds of a Revolving Credit Loan to make such a payment in the amount of up to $4,500,000 so long as all other applicable conditions of this Credit Agreement relating to the Pledge Agreement (except that such making of a Revolving Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Loan are satisfied and the Borrower shall deliver makes arrangements which are satisfactory to the Collateral Agent a completed Perfection CertificateMajority Banks to assure the prompt repayment in full of such Revolving Credit Loan.)." H. Amendment to Section 7.4 (Financial Statements, executed Certificates and delivered Information). Section 7.4 of the Credit Agreement is hereby amended by an Authorized Officer of Holdings and adding thereto the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days following new subparagraph (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.h):

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the Securities 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 Securities, according to the terms hereunder or thereunder, and all other obligations of the Issuer and the Guarantors to the Holders or the Trustee under the Pledge AgreementNote Documents are secured as provided in the Note Collateral Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Note Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Note Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Note Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Note Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Note Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Note Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Note Collateral Documents. (b) All Indebtedness Each Holder, by its acceptance of a Security, (i) consents and agrees to the terms of each Note Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower Collateral, (ii) authorizes the Note Collateral Agent to act on its behalf as “collateral agent” under this Indenture and each Subsidiary the Note Collateral Documents, (iii) authorizes the Issuer to appoint the Note Collateral Agent to act on behalf of the Borrower that Secured Parties as the Note Collateral Agent under this Indenture and the Note Collateral Documents, (iv) authorizes and directs the Note Collateral Agent to enter into the Note Collateral Documents to which it is owing or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Note Collateral Agent to bind the Holders and other holders of First Lien Obligations and Junior Lien Obligations as set forth in the Note Collateral Documents to which the Note Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Note Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrower or a Subsidiary Guarantor shall, to Note Collateral Agent by the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to terms of the Pledge Agreement, Note Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all Liens on Collateral Representative shall have received all such promissory notesgranted by any grantor thereunder to secure any of the First Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Note Collateral Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Note Collateral Agent to be filed, registered or recorded to create on behalf of the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens Secured Parties with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderby law. (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Note Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Note Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Note Collateral Agent by this Indenture, the Intercreditor Agreements and the Borrower Collateral Documents. Furthermore, each Holder, by accepting a Security, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Note Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Note Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) Incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the Securities) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Note Collateral Agent an Officers’ Certificate so stating and requesting the Note Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so Incurred, the Note Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) Incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Note Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Note Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Lien Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so Incurred, the Note Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Note Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Note Collateral Documents delivered to the Note Collateral Agent and copies of all documents delivered to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings pursuant to this Indenture and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Note Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. (a) All outstanding Stock The Notes Obligations owing to the Secured Parties shall be secured by a Lien on the Collateral on a first-priority basis subject to Permitted Liens and the Pari Passu Intercreditor Agreement, as provided in this Indenture and the Security Documents to which the Issuer and the Guarantors, as the case may be, shall become parties to on the Issue Date or thereafter and will be secured by all of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been Collateral pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be Security Documents delivered on the date hereof or hereafter delivered as required to pledge any Excluded Stock or permitted by this Indenture, the Security Documents and Stock Equivalents) the Pari Passu Intercreditor Agreement. The Issuer, for the benefit of the Holders, hereby appoints Wilmington Trust, National Association as the initial Collateral Agent, and the Collateral Representative shall have received all certificatesAgent is hereby authorized and directed to execute and deliver the Security Documents and the Pari Passu Intercreditor Agreement. Each Holder by its acceptance of any Notes and the Note Guarantees thereof, if any, representing irrevocably consents and agrees to such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankappointment. (b) All Indebtedness Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Borrower Security Documents and each Subsidiary the Pari Passu Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Borrower or a Subsidiary Guarantor shall, Collateral Agent to perform its obligations and exercise its rights under the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, Security Documents and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed Pari Passu Intercreditor Agreement in blankaccordance therewith. (c) All documents The Trustee and instrumentseach Holder, including Uniform Commercial Code or other applicable personal property by accepting the Notes and financing statementsthe Note Guarantees, reasonably requested acknowledges that, as more fully set forth in the Security Documents and the Pari Passu Intercreditor Agreement, the Collateral as hereafter constituted shall be held for the benefit of all the Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Secured Parties is subject to and qualified and limited in all respects by the Collateral Agent to Security Documents and the Pari Passu Intercreditor Agreement and actions that may be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereundertaken thereunder. (d) Holdings Notwithstanding anything in this Indenture to the contrary, (a) the provisions of this Article 12 shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Issuer or any Guarantor, or the provision of Note Guarantees by any Subsidiary (i) in respect of the Issuer and the Borrower shall deliver Guarantors that are Domestic Subsidiaries, if such assets constitute Excluded Assets, (ii) in respect of non-U.S. Guarantors, other than in accordance with the Agreed Security Principles and/or (iii) if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable law (other than anti-assignment provisions included in general banking conditions), (B) violate the terms of any contract (to the Collateral Agent a completed Perfection Certificateextent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything after giving effect to the contrary herein, with respect applicable anti-assignment provisions of the UCC or other applicable law) or (C) trigger termination of any contract pursuant to any security documents relating “change of control” or similar provision (to real the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); provided that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Collateral, Excluded Assets) arising out of any contract described in this clause (iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable law (and in respect of any non-U.S. Guarantors, is otherwise effective) notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the terms of this Indenture shall be subject to exceptions and limitations set forth in the Agreed Security Principles and in the Security Documents as in effect on the Issue Date, (c) the Collateral Agent shall not be authorized hereunder to take any perfection actions with respect to assets of the Issuer or any Guarantor consisting of (A) commercial tort claims with a value less than $20,000,000, (B) motor vehicles and other assets subject to certificates of title, (C) letter of credit rights that cannot be perfected by filing a financing statement under the UCC, (D) promissory notes evidencing debt for borrowed money in a principal amount individually or in an aggregate of less than $20,000,000 and (E) (i) the Capital Stock of any such security interest Immaterial Subsidiary and/or (ii) the Capital Stock of a Person that is not so granted and/or perfected on a subsidiary, which Person, if a subsidiary, would constitute an Immaterial Subsidiary, (d) neither the Issuer nor any Guarantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or prior other collateral access or similar letter or agreement, (e) neither the Issuer nor any Guarantors shall be required to the Conversion Dateenter into any deposit account control agreement or similar agreement (including any local law equivalent), then Holdings and the Borrower each agrees to deliver or cause to (f) there shall be delivered such documents and instruments, and take or cause no action required to be taken by the laws of France or any non-Qualified Jurisdiction under the Security Documents in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets, (g) there shall be no guarantees governed under the laws of any non-U.S. jurisdiction, (h) there shall be no Security Documents (including security agreements and pledge agreements) governed under the laws of France or any non-Qualified Jurisdiction, (i) there shall be no perfection actions required to be taken with respect to intellectual property under the laws of any non-U.S. jurisdiction and(j) in respect of any Subsidiary which is formed or acquired after the Issue Date, the requirement to provide a Note Guarantee and Collateral by such Subsidiary shall apply on the date set forth in Section 12.05. The Credit Facilities Agent (in its reasonable discretion, acting solely on behalf of the Credit Facilities lenders) may grant extensions of time under the Credit Facilities Loan for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other actions deliverables with respect to particular assets or the provision of any Note Guarantee by any Subsidiary (and such extensions shall automatically apply to the timelines set forth in Section 12.05 in connection with the assets acquired, or Subsidiaries formed or acquired, after the Issue Date, but not, for the avoidance of doubt, in respect of any requirements set forth in Section 12.03 in respect of (x) assets that, as may of the Issue Date, secure Obligations in respect of the Credit Facilities Loan or (y) guarantees, in effect as of the Issue Date, of Obligations in respect of the Credit Facilities Loan) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to accomplished by the Administrative Agent in its sole discretionCredit Facilities Loan and this Indenture, and such determination will be binding on the Holders.

Collateral. (ai) All outstanding Stock Upon delivery to the Notes Collateral Agent of the Borrower directly owned by Holdings certificates or instruments representing or evidencing the Collateral in accordance with the Collateral Agreements and, in the case of Collateral not constituting certificated securities or instruments, the filing of Uniform Commercial Code financing statements in the appropriate filing office, the Notes Collateral Agent will obtain a valid and all Stock of each Subsidiary of perfected security interest in such Collateral, subject only to the Borrower directly owned by security interests, liens or encumbrances permitted under the Borrower or any Subsidiary GuarantorIndenture, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such a security interest is not so in such Collateral may be perfected by such filings. (ii) Upon filing by the Notes Collateral Agent of (A) financing statements, (B) any filings required with the United States Patent and Trademark Office and (C) any filings required with the United States Copyright Office, the security interests granted and/or perfected on or prior pursuant to the Conversion Date, then Holdings Collateral Agreements will constitute valid and perfected security interests subject only to the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, liens or encumbrances permitted under the Indenture, on or prior such Collateral described therein for the ratable benefit of the Secured Parties (as defined in the Collateral Agreements) to the date extent that is 120 days a security interest in such Collateral may be perfected by such filings. (or 180 days iii) The Mortgages (as defined in the case Collateral Agreements) will be effective to grant a legal and valid mortgage Lien on all of the mortgagor’s right, title and interest in each of the Mortgaged Properties (as defined in the Collateral consisting Agreements) thereunder. When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of mining properties) after state or local law applicable to the Conversion Date or recording of real estate mortgages generally, each such longer period Mortgage shall constitute a valid, perfected and enforceable security interest in the related Mortgage Property, for the ratable benefit of time as the Secured Parties, subject only to the encumbrances and exceptions to title expressly set forth in the commitments for mortgage title insurance and except that enforceability thereof may be agreed limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability from time to time in effect relating to or affecting creditors’ rights and general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity). (iv) All information certified by the Administrative Agent Chief Financial Officer of the Company in its sole discretionthe Perfection Certificate dated as of the Closing Date and delivered by such officer on behalf of the Company is true and correct both as of the date hereof and as of the Closing Date.

Collateral. (ai) All outstanding Stock The Collateral Agent shall have received the certificates representing securities of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant Credit Party’s Wholly-Owned Restricted Subsidiaries to the Pledge Agreement (except that such Credit Parties shall not be extent required to pledge any Excluded Stock be delivered and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge AgreementSecurity Documents (to the extent certificated, accompanied by instruments of transfer and undated stock (or equivalent) powers endorsed in blank.); and (bii) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by statements in the Collateral Agent jurisdiction of organization of each Credit Party to be filed, registered or recorded to create perfect the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Representative in proper form Agent for filing, registration or recording and none recording; provided, that each of the Collateral shall be subject to any requirements set forth in this clause (b) (other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, than to the extent that a Lien on the applicable Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of certificates, if any, representing the Equity Interests of the Borrower and each Domestic Subsidiary that is a Material Subsidiary and a Wholly-Owned Restricted Subsidiary of any Credit Party to the extent possession of such certificates perfects a security interest therein) that is not so granted and/or perfected satisfied on or prior to the Conversion Date, then Holdings and Closing Date after the Borrower each agrees Borrower’s use of commercially reasonable efforts to deliver or cause to be delivered satisfy such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, requirement on or prior to the date Closing Date or that is 120 cannot be satisfied on or prior to the Closing Date without undue burden or expense, shall not constitute a condition precedent to the initial Borrowing on the Closing Date if the Borrower agrees to satisfy such requirement within ninety (90) days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Closing Date or such longer period of time as may be agreed (subject to extensions approved by the Administrative Agent in its sole reasonable discretion).

Collateral. Subject to the Certain Funds Provision, the Documentation Considerations, the section titled “Timing for Guarantees and Security” below and (in respect of Holdings, the Borrowers and any Non-US Subsidiary) the Agreed Security Principles, the Borrower Obligations and the obligations of each other Loan Party under the Guaranty shall be secured by: (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together such assets as are required under paragraph 4 (Overriding Principle) of the Agreed Security Principles and subject to such exclusions as specified under the Agreed Security Principles and excluding with respect to US Subsidiaries only, the Excluded Property (as defined in the Precedent Credit Agreement); (b) by the Backstop Date, a perfected pledge of all attachments contemplated therebyof the capital stock of each US Subsidiary; (c) by the Backstop Date, in respect each US Subsidiary only, a perfected first-priority security interest (subject to permitted liens and other exceptions the same as those set forth in the Precedent Credit Agreement) in substantially all of such US Subsidiary’s tangible and intangible personal property now owned or hereafter acquired (collectively, but excluding the Excluded Property (as defined in the Precedent Credit Agreement) on terms and conditions (including exceptions, grace periods, limitations and materiality thresholds) the same as and no less favorable to the Borrower than those set forth in the Precedent Credit Agreement and the Collateral Documents (as defined in the Precedent Credit Agreement); and (d) by the Backstop Date, in respect of each Non-US Subsidiary which is a Material Subsidiary, such other assets as are required under paragraph 4 (Overriding Principle) of the Agreed Security Principles and subject to such exclusions as specified under the Agreed Security Principles; provided, that notwithstanding the foregoing, the pledge of any capital stock of any “controlled foreign corporation” within the within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (each such subsidiary, a “CFC”) or CFC Holdco shall be limited to 65% of the voting capital stock and 100% of nonvoting capital stock of such CFC or CFC Holdco, provided that such pledge would result in adverse US tax consequences to a member of the Group as determined by Holdings (acting reasonably) (clauses (a), (b), (c) and (d) together, the “Collateral”). Notwithstanding anything to the contrary hereincontrary, with the Collateral will exclude (x) in respect of each US Subsidiary, the Excluded Property and (y) all fee-owned and leasehold interests in real property. For the avoidance of doubt, no actions shall be required in order to create or perfect any security documents relating to real interest in any assets located outside of the United States and United Kingdom and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on filings or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may searches shall be required to grant outside of the United States and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionUnited Kingdom.

Collateral. (a) All outstanding Stock Each of the Borrower directly owned by Holdings Borrower, Endeavor and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant Diamond has good and marketable title to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) Collateral granted by it, and the Collateral Representative shall have received Documents constitute the legal, valid and perfected Liens on the Collateral, free of all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied Liens except those permitted by instruments of transfer and undated stock powers endorsed this Agreement in blankSection 6.2. (b) All Indebtedness The Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and New Mexico most recently delivered to the Agent (on the Closing Date, the third party engineering report prepared by MHA Petroleum Consultants, Inc., dated effective as of January 1, 2008) are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) the Borrower is not obligated, whether by virtue of any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower and each Subsidiary of in any hydrocarbons or to receive cash or other payments from the Borrower that is owing to the Borrower “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or a Subsidiary Guarantor shalldehydration agreement, to the extent exceeding or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($10,000,000 in aggregate principal amount, be evidenced by one 200,000.00) dollars (or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together more) or an amount of property with instruments of transfer with respect thereto endorsed in blankan equivalent value. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none None of the Collateral shall be is subject to any other pledges, security interests calls on production of hydrocarbons or mortgages, except for ▇▇▇▇▇ permitted hereunderany gathering or transportation dedications or commitments of any kind. (d) Holdings Endeavor has good and marketable title to the gas gathering system servicing the Collateral in East Texas. (e) On the Closing Date all of the natural gas produced by the Borrower shall deliver from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and wellhead. (f) The Borrower is in compliance with (i) the Borrower, together with requirement in Subsection 3.3(c) that all attachments contemplated thereby. Notwithstanding anything properties included within the Borrowing Base from time to the contrary herein, with respect to any security documents relating to real property to the extent constituting time are timely encumbered as Collateral, to and (ii) the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days representation in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSubsection 4.21(d).

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged and interest on the Notes and the Note Guarantees 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 permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the Pledge Agreementobligations of the Company set forth in Section 7.07, accompanied and the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents, shall be secured, to the maximum extent permitted by instruments law, as provided in the Collateral Documents, which define the terms of transfer the Liens that secure the Notes and undated stock powers endorsed the Note Guarantees, subject to the terms of the Intercreditor Agreements. The Trustee, for the benefit of the Holders, hereby appoints GLAS Americas LLC as the initial Notes Collateral Agent and the Notes Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreements. The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in blanktrust (or, as the case may be, as direct representative) for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. (b) All Indebtedness Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Borrower Collateral Documents and each Subsidiary the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower that is owing Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Notes Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements on the Issue Date, and any Collateral Documents at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Collateral Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company shall deliver to the Borrower or a Subsidiary Guarantor shall, Notes Collateral Agent copies of all documents required to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged filed pursuant to the Pledge AgreementCollateral Documents, and will do or cause to be done all such acts and things as may be reasonably required by Section 11.04(a), to assure and confirm to the Notes Collateral Agent the security interest in the Collateral Representative shall have received all such promissory notescontemplated hereby, together with instruments by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of transfer with respect thereto endorsed in blankthis Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. (c) All documents The Trustee and instrumentseach Holder, including Uniform Commercial Code by accepting the Notes and the Note Guarantees, acknowledge that, as more fully set forth in the Collateral Documents and the Intercreditor Agreements, the Collateral as now or other applicable personal property hereafter constituted shall be held for the benefit of the Notes Collateral Agent, all the Holders and financing statementsthe Trustee, reasonably requested and that the Liens granted on the Collateral pursuant to the Collateral Documents are subject to and qualified and limited in all respects by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Documents and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed Intercreditor Agreements and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent actions that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to may be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.thereunder. #96393093v27

Collateral. (a) All outstanding Stock From and after the dates on which the Borrower and the Guarantors comply with Sections 5.1 and 5.2 of the Borrower directly owned by Holdings Third Amendment and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant subject to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock exceptions and Stock Equivalents) exclusions contemplated thereby, the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability and the Collateral Representative shall have received all certificates, if any, representing such securities pledged Borrower’s notes issued under the Pledge AgreementNote Purchase Agreements shall be secured by valid, accompanied by instruments of transfer perfected, and undated stock powers endorsed in blank. (b) All Indebtedness enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary Guarantor in substantially all of their personal property, including without limitation their accounts, chattel paper, instruments, documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and certain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that (i) Liens on stock or other equity interests in first-tier Foreign Subsidiaries shall be limited to 66% of the Borrower that is owing to total outstanding voting stock and 100% of the Borrower total outstanding non-voting stock of such Foreign Subsidiary and (ii) such grant of collateral shall exclude any collateral where the burden or cost of obtaining or perfecting a Subsidiary Guarantor shallsecurity interest therein outweighs the benefit of the security afforded thereby, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, as reasonably requested determined by the Collateral Agent to be filed, registered or recorded to create Agent. The Borrower acknowledges and agrees that the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver granted to the Collateral Agent a completed Perfection Certificatefor the benefit of the holders of the Obligations, executed the Hedging Liability, and delivered by an Authorized Officer of Holdings the Funds Transfer and Deposit Account Liability and the Borrower’s notes issued under the Note Purchase Agreements and shall be valid and perfected first priority Liens subject, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralhowever, to the extent that any proviso appearing at the end of the preceding sentence and to Liens permitted by Section 8.9 hereof, in each case pursuant to one or more Collateral Documents from such security interest is not so granted and/or perfected on or prior Persons, each in form and substance reasonably satisfactory to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionAgent.

Collateral. (a) All outstanding Stock Within one (1) Business Day following the Trigger Date (or such later date as may be agreed upon by the Administrative Agent), the Borrower will deliver to the Administrative Agent: (i) complete and correct schedules to each of the Borrower directly owned by Holdings Collateral Documents and all Stock of each Subsidiary (ii) legal opinion(s) in form and substance reasonably satisfactory to the Administrative Agent in respect of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankDocuments. (b) All Indebtedness of Following the Borrower and each Trigger Date, on the date on which a Subsidiary of the Borrower (that is owing to the Borrower or was not a Subsidiary Guarantor shallas of the Trigger Date) becomes a Subsidiary Guarantor pursuant to Section 5.09 (or such later date as may be agreed upon by the Administrative Agent), the Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Subsidiary Guarantor to deliver to the extent exceeding $10,000,000 Administrative Agent a joinder to the Security Agreement (in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the Pledge Agreementterms and provisions thereof, such joinder to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankAdministrative Agent. (c) All documents and instruments, including Uniform Commercial Code On the Trigger Date (or other applicable personal property and financing statements, reasonably requested such later date as may be agreed upon by the Collateral Agent Administrative Agent), the Borrower will cause, and will cause each other Loan Party to be filedcause, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens all of its owned property (to the extent required byconstituting accounts receivable, inventory and related assets covered by the Security Agreement) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording terms and none conditions of the Collateral shall be Documents, subject in any case to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ Liens permitted hereunderby Section 6.02. (d) Holdings and Without limiting the foregoing, the Borrower shall deliver to the Collateral Agent a completed Perfection Certificatewill, executed and delivered by an Authorized Officer of Holdings will cause each other Loan Party to, execute and the Borrowerdeliver, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered executed and delivered, to the Administrative Agent such documents documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required to grant and perfect such security interests, on by law or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower. (e) Notwithstanding the foregoing or anything else contained in this Agreement or any other Loan Document to the contrary, the parties hereto acknowledge and agree that in the event that (i) the Index Debt receives, after the Trigger Date, investment grade ratings (without third-party credit enhancement) from both S&P (at least BBB- with stable outlook) and ▇▇▇▇▇’▇ (at least Baa3 with stable outlook), (ii) Consolidated EBITDA (as certified in the most recent certificate delivered pursuant to Section 5.04(c)) for each of the two most recently ended periods of four consecutive fiscal quarters is not less than $125,000,000 and (iii) the Consolidated Fixed Charge Coverage Ratio for each such period is greater than 2.5 to 1.0, the security interests granted pursuant to the Collateral Documents will be released (the “Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BBB- or Baa3 respectively, Holdings, the Borrower and its sole discretionapplicable Subsidiaries will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be permissible. (p) Section 6.02 of the Credit Agreement is amended to (1) delete the word “and” appearing at the end of clause (l) thereof, (2) delete the period appearing at the end of clause (m) thereof and to replace such period with the phrase “; and” and (3) to add the following as a new clause (n) thereto:

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings Upon execution and all Stock of each Subsidiary of the Borrower directly owned delivery thereof by the Borrower or any Subsidiary Guarantorparties thereto, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Guarantee and Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. Mortgages (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of the Mortgages, upon execution and delivery thereof by the parties thereto and the due recording thereof) will be effective to create (to the extent provided therein) in favor of the Administrative Agent, for its benefit and for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein (with respect to Intellectual Property if and to the extent perfection may be achieved by the filings set forth in this subsection 4.13) (except in the case of the Mortgages and the Collateral described therein, any Collateral not consisting of mining properties) after the Conversion Date real property or such longer period of time fixtures), except as may be agreed limited by applicable Debtor Relief Laws, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When (a) the Filings (as defined in the Guarantee and Collateral Agreement) have been duly made, (b) all applicable Instruments, Chattel Paper and Documents (each as defined in the Guarantee and Collateral Agreement) a security interest in which is perfected by possession have been delivered to, and/or are in the continued possession of, the Administrative Agent, (c) the Consolidation Accounts and Investment Property (each as defined in the Guarantee and Collateral Agreement) (other than any Excluded Account (as defined in the Guarantee and Collateral Agreement)) in which a security interest is required to be perfected by “control” (as described in the Uniform Commercial Code as in effect in the State of New York from time to time) under the Guarantee and Collateral Agreement are under the “control” of the Administrative Agent, (d) the Mortgages have been duly recorded and (e) with respect to Intellectual Property, all applicable filings and recordations have been made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the security interests granted pursuant thereto shall constitute (to the extent provided therein) a perfected security interest in, all right, title and interest of each pledgor or mortgagor (as applicable) party thereto in the Collateral described therein (other than any Collateral not consisting of real property or fixtures) with respect to such pledgor or mortgagor (as applicable) (with such priority as provided for in the Intercreditor Agreement). Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 4.13 and not defined in this Agreement are so used as defined in the applicable Security Document. Nothing in this Agreement shall require the Borrower to make any filings or take any other actions outside the United States to record or perfect the security interest in favor of the Administrative Agent in its sole discretionany Intellectual Property.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the Securities 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 Securities, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) All Indebtedness Each Holder, by its acceptance of a Security, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Borrower and each Subsidiary of Collateral, (ii) authorizes the Borrower that is owing Collateral Agent to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, act on its behalf as “collateral agent” under this Indenture and the Collateral Representative shall have received Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorizes and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the Second Lien/Second Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of Second Lien Obligations and Junior Lien Obligations as set forth in the Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all such promissory notesLiens on Collateral granted by any grantor thereunder to secure any of the Second Lien Obligations, together with instruments such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, no such consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of transfer any provision of this Indenture or the Securities. The foregoing will not limit the right of the Issuer or any Subsidiary to amend, waive or otherwise modify the Collateral Documents in accordance with respect thereto endorsed in blanktheir terms. (c) All documents and instruments, including Uniform Commercial Code Neither the Issuer nor any Guarantor will take or other applicable personal property and financing statements, reasonably requested by omit to take any action which would materially adversely affect or impair the validity or enforceability of the Liens in favor of the Collateral Agent to be filed, registered or recorded to create on behalf of the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens Secured Parties with respect to the extent Collateral; provided, however, that the foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderby law. (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Second Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing Second Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerCollateral Documents. Furthermore, together with all attachments contemplated thereby. Notwithstanding anything each Holder, by accepting a Security, consents to the contrary hereinterms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Second Lien/Second Lien Intercreditor Agreement, with respect to the Multi-Lien Intercreditor Agreement, any security documents relating to real property Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) incurs Other Second Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when Second Lien Obligations (other than the Securities) entitled to the extent benefit of the Second Lien/Second Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Second Lien/Second Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other Second Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting CollateralJunior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the extent that any holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized and directed to) enter into such security interest intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not so granted and/or perfected on or prior itself the Collateral Agent, the Issuer will, upon request, deliver to the Conversion Date, then Holdings Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. (a) All outstanding Stock The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (subject to the exceptions contained herein and in any Collateral Document) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Permitted Liens. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Subsidiary of the Borrower Pledge Subsidiary) directly owned by the Borrower or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantorshall be required hereunder to the extent such pledge thereunder is prohibited by applicable law or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable pledge agreements and (2) the vehicle titles for the motor vehicles owned by the Credit Parties on the Effective Date need not be retitled to reflect the Administrative Agent as the lienholder, and no Mortgages are required to be delivered hereunder, in each case, until March 17, 2005 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the Conversion Date, failure to deliver such retitled vehicle titles and Mortgages by the required date shall have been pledged pursuant constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Pledge Agreement (except that such real property owned by the Credit Parties shall not be required on the Effective Date; provided that the Borrower hereby agrees to pledge any Excluded Stock use its best efforts to cause the delivery of such retitled vehicle titles and Stock Equivalents) and Mortgages as soon as practicable after the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankEffective Date. (b) All Indebtedness The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the Borrower locations set forth on Schedule 5.10 hereto and each Subsidiary not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of the Borrower that is owing to the Borrower business; (ii) dispositions of obsolete or a Subsidiary Guarantor shall, worn out equipment to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, permitted under this Agreement and the Collateral Representative other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by be deemed inapplicable during the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none continuation of the Collateral Release Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other pledgesCredit Document to the contrary, security interests or mortgagesthe parties hereto acknowledge and agree that in the event the Borrower receives, except after the Effective Date, investment grade ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) from both S&P (at least BBB-) and ▇▇▇▇▇’▇ permitted hereunder. (d) Holdings and at least Baa3), the Borrower shall deliver security interests granted pursuant to the Collateral Agent a completed Perfection CertificateDocuments will be released (the “Collateral Release Event”); provided that if either such investment grade rating from S&P or ▇▇▇▇▇’▇ subsequently falls below BB+ or Ba1 respectively, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to its Subsidiaries will re-grant and perfect such the security interests, on or prior to the date that is 120 days (or 180 days interests in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may pursuant to comparable Collateral Documents and no further ratings-based collateral releases will be agreed to by the Administrative Agent in its sole discretionpermissible.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary Obligations, including payment of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium on, if any, representing such securities pledged and interest on, the New 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 New Notess, according to the terms hereunder or thereunder, and all other obligations of the Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Pledge AgreementNote Documents are secured as provided in the Collateral Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Collateral Documents hereafter delivered as required by this Indenture, accompanied which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Holders, the Trustee and itself, in each case pursuant and subject to the terms of the Collateral Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by instruments the Collateral Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of transfer the Issuer and undated stock powers endorsed the Guarantors) the security interests created by the Collateral Documents in blankthe Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents) as a perfected security interest and within the time frames set forth therein subject to permitted Liens and the priority required by the Intercreditor Agreement and the other Collateral Documents. (b) All Indebtedness Each holder of New Notes, by its acceptance thereof, (i) consents and agrees to the terms of each Collateral Document (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral), the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor 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 and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Borrower and each Subsidiary of Collateral, (ii) authorizes the Borrower that is owing Collateral Agent to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, act on its behalf as “collateral agent” under this Indenture and the Collateral Representative shall have received Documents, (iii) authorizes the Issuer to appoint the Collateral Agent to act on behalf of the Secured Parties as the Collateral Agent under this Indenture and the Collateral Documents, (iv) authorize and directs the Collateral Agent to enter into the Collateral Documents to which it is or becomes a party, the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder in accordance therewith, (v) authorizes and empowers the Collateral Agent to bind the Holders and other holders of First Lien Obligations as set forth in the Collateral Documents to which the Collateral Agent is a party and (vi) authorizes the Trustee to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Collateral Documents and the Intercreditor Agreements, including for purposes of acquiring, holding, enforcing and foreclosing on any and all such promissory notesLiens on Collateral granted by any grantor thereunder to secure any of the First Lien Obligations, together with instruments of transfer with respect thereto endorsed in blanksuch powers and discretion as are reasonably incidental thereto. (c) All documents and instruments, including Uniform Commercial Code Notwithstanding anything to the contrary herein or other applicable personal property and financing statements, reasonably requested by in the Collateral Agent Agreement, this Indenture will not require any property or assets (including, for avoidance of doubt, Material Real Property) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens pledged as Collateral to the extent such property or assets are not required by, and with to be pledged to secure the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration Credit Agreement or recording and none of the Collateral shall be subject to any other pledges, security interests Material First Lien Indebtedness (it being understood that any similar provision to this Section 13.01(c) in any Material First Lien Indebtedness shall not be deemed to be a requirement to pledge any assets or mortgages, except for ▇▇▇▇▇ permitted hereunderproperty to secure such Material First Lien Indebtedness). (d) Holdings Subject to Article 6, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, validity, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing First Lien Obligations or the Collateral Documents or any delay in doing so. (e) The Holders agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and the Borrower shall deliver benefits provided to the Collateral Agent a completed Perfection Certificateby this Indenture, executed and delivered by an Authorized Officer of Holdings the Intercreditor Agreements and the BorrowerCollateral Documents. Furthermore, together with each Holder, by accepting a New Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the First Lien/First Lien Intercreditor Agreement, the Multi-Lien Intercreditor Agreement, any Permitted Junior Intercreditor Agreement and any other Intercreditor Agreement and the Collateral Documents in each of its capacities thereunder. (f) If the Issuer (i) incurs Other First Lien Debt Obligations at any time when no intercreditor agreement is in effect or at any time when First Lien Obligations (other than the New Notes) entitled to the benefit of the First Lien/First Lien Intercreditor Agreement are concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the First Lien/First Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Other First Lien Debt so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (g) If the Issuer (i) incurs Junior Lien Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of a Permitted Junior Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate so stating and requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Permitted Junior Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness constituting Junior Lien Obligations so incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each will be authorized and directed to) enter into such intercreditor agreement bind the holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all attachments contemplated thereby. times when the Trustee is not itself the Collateral Agent, the Issuer will, upon request, deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Collateral Documents. (i) Notwithstanding anything to the contrary hereinherein or in the Collateral Documents or any other Note Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (A) any Guarantee provided by any Regulated Guarantor Subsidiary under any Collateral Document shall initially be deemed not to Guarantee this Indenture, the New Notes and the Obligations, (B) any Liens on, or other security documents relating interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Collateral Document shall initially be deemed not to real property secure this Indenture, the New Notes and the Obligations and (C) the Collateral and Guarantee Requirement, insofar as it relates to this Indenture, the New Notes and the Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as a Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, and, if such Regulated Guarantor Subsidiary is a Regulated Grantor Subsidiary, the New Notes Collateral Permit Condition (as defined below) shall also have been satisfied with respect to such Regulated Grantor Subsidiary, (x) clause (A) of this Section 13.01(i) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as this Indenture, the New Notes and the Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee this Indenture, the New Notes and the Obligations as provided in Article 12, and (y) the Collateral and Guarantee Requirement, insofar as it relates to the Note Guarantees by such Regulated Guarantor Subsidiary of this Indenture, the New Notes and the Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary to the extent constituting Collateralotherwise provided herein. At such time as the New Notes Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, and, if such Regulated Grantor Subsidiary is a Regulated Guarantor Subsidiary, the Guarantee Permit Condition shall also have been satisfied with respect to such Regulated Guarantor Subsidiary, (x) clause (B) of this Section 13.01(i) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as this Indenture, the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings New Notes and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentsObligations are concerned, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.Regulated Grantor Subsidiary shall automatically be

Collateral. (a) All outstanding Stock Contemporaneously with the execution and delivery of this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of the Borrower directly Debtor identified on Schedule B hereto (each a “Subsidiary”) (each a "Security Agreement"), regarding the grant of a security interest in assets owned by Holdings Debtor and Subsidiary (such assets are referred to herein and in the Security Agreement as the "Collateral") to the Collateral Agent, for the benefit of the Lenders, (ii) Subsidiary will be delivering a Guaranty Agreement (the “Guaranty”) to the Collateral Agent with Subsidiary guaranteeing the obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and all Stock of each Subsidiary of other agreements described in the foregoing agreements (collectively, “Borrower directly owned by Documents”), and (iii) Debtor is issuing the Borrower or any Subsidiary Guarantor, Notes and in each case, as of the Conversion Date, shall have been pledged pursuant future may issue additional Notes to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankLenders. (b) All Indebtedness For purposes solely of perfection of the Borrower and each Subsidiary security interests granted to the Collateral Agent, as agent on behalf of the Lenders, and on its own behalf under the Borrower Documents, the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is owing held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or a Subsidiary Guarantor shall, any other instrument or document shall be deemed to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one incorporate any term or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankprovision thereof into this Agreement unless expressly so provided. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Collateral Agent is to distribute in accordance with the Borrower Documents any proceeds received from the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens which are distributable to the extent required by, and with Lenders in proportion to their respective interests in the priority required by, such Security Document shall have been delivered to the Collateral Representative Obligations as defined in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDocuments.

Collateral. Cause (ax) All outstanding Stock of the Borrower directly owned by Holdings all present and all Stock of each Subsidiary of the Borrower directly future Equity Interests now or hereafter owned by the Borrower or any Subsidiary GuarantorParent, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each present and future Material Subsidiary and (y) all other material tangible and intangible property, other than Excluded Property, now or hereafter owned by the Parent, the Borrower and each present and future respective Material Subsidiary, to be subject at all times to perfected First Priority Liens in favor of the Borrower that is owing Administrative Agent to secure the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged Secured Obligations pursuant to the Pledge Agreementterms and conditions of Collateral Documents, provided, however, that the foregoing requirements in this paragraph shall not apply to any Specified Non-Wholly Owned Subsidiary unless and until it is a Wholly Owned Subsidiary, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer provided further that (i) No mortgages or fixture filings in county records will be required to be executed or recorded on or with respect thereto endorsed to pipelines, Pipeline Real Property or other owned or leased Real Property except as provided in blank. (cSection 6.11(c) All documents and instrumentswith respect to Material Real Property as therein described, including provided that transmitting utility Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to statements may be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative filed in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder.state central filing offices; (dii) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, Control agreements will not be required with respect to any security documents relating to real property to the extent constituting Collateraldeposit accounts, securities accounts and commodities accounts; (iii) A Lien on Equity Interests evidencing ownership of a Joint Venture will not be required for so long as and to the extent that any the Joint Venture Organization Documents prohibit such security interest pledge, and a lien on Equity Interests evidencing ownership of an Unrestricted Subsidiary will not be required if and for so long as (i) such Unrestricted Subsidiary is not Wholly Owned and the Organization Documents of such Unrestricted Subsidiary prohibit such pledge or (ii) such Equity Interests are required to be pledged to secure debt of such Unrestricted Subsidiary (or its parent company that is an Unrestricted Subsidiary) and the terms of such other pledge prohibit a lien to secure the Secured Obligations; (iv) with respect to owned vehicles, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting Liens on, a certificate so granted title, Liens on such assets need not be perfected; (v) Liens on assets will not be required, and/or perfected on or prior to perfection of Liens will not be required, in circumstances where the Conversion Date, then Holdings Administrative Agent and the Borrower each agrees to deliver agree that the cost of obtaining (or cause to be delivered perfecting, as applicable) a Lien on such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior assets is materially disproportionate in relation to the date that is 120 days (or 180 days in benefit to the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionSecured Parties afforded thereby.

Collateral. (a) All outstanding Stock The Issuer is the owner of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) Receivables and the Collateral Representative shall have received Related Property with respect thereto, free and clear of all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankAdverse Claims (other than Permitted Liens). (b) All Indebtedness This Base Indenture constitutes a valid and continuing security interest in the Collateral in favor of the Borrower and each Subsidiary Indenture Trustee on behalf of the Borrower that Investor Noteholders, which security interest is owing to a first priority perfected security interest in the Borrower or a Subsidiary Guarantor shall, Collateral (except to the extent exceeding $10,000,000 that any of the Related Property included in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all constitutes property a security interest in which may not be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions) and is enforceable as such promissory notesas against creditors of and purchasers from the Issuer in accordance with its terms, together with instruments except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of transfer with respect thereto endorsed in blankgood faith and fair dealing. (c) All documents and instruments, action necessary (including Uniform Commercial Code or other applicable personal property and the filing of UCC-1 financing statements, reasonably requested by ) to protect and perfect the Indenture Trustee's security interest in the Collateral Agent to be filednow in existence and hereafter acquired or created has been duly and effectively taken and all filing fees and taxes, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and if any, payable in connection with such filings have been paid in full, except that not all action has been taken to perfect such Liens the Indenture Trustee's security interest in the Collateral to the extent required bythat such Collateral constitutes property a security interest in which may not be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions. (d) No security agreement, and with financing statement, equivalent security or lien instrument or continuation statement listing the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration Issuer as debtor covering all or recording and none any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Investor Noteholders in connection with this Base Indenture. (e) Except for a change made pursuant to Section 8.20, the Issuer's principal place of business and chief executive office shall be subject to any other pledges, security interests or mortgages, except for at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ permitted hereunder. (d) Holdings and ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d the Borrower shall deliver to place where its records concerning the Collateral Agent a completed Perfection Certificateare kept is at: 120▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, executed and delivered by an Authorized Officer of Holdings and the Borrower▇▇▇▇▇, together with all attachments contemplated thereby▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇d 200 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Parkway, West Amherst, NY, 14228. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is The Issuer does not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instrumentstransact, and take or cause to be taken such has not transacted, business under any other actions as may be required to grant and perfect such security interests, on or prior to name. The Issuer is organized under the date that is 120 days (or 180 days in the case laws of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionDelaware.

Collateral. (ai) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorprincipal of, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged and interest on the Notes and the 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, and performance of all other obligations under this Indenture, including, without limitation, the Pledge obligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by second-priority Liens and security interests, subject to Permitted Liens, as and to the extent provided in the Security Documents and the Intercreditor Agreement which the Issuer and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, accompanied by instruments of transfer and undated stock powers endorsed as provided in blankthe Security Documents (collectively, the “Excluded Collateral”). (bii) All Indebtedness The Issuer and the Subsidiary Guarantors hereby agree that the Collateral Trustee shall hold the Collateral in trust for the benefit of all of the Borrower Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. (iii) Each Holder, by its acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure, the exercise of remedies and the application of proceeds) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Trustee is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreement and authorizes and directs the Collateral Trustee to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith. (iv) The Trustee and each Subsidiary Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Borrower Security Documents in respect of the Trustee and the Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that is owing may be taken thereunder. (v) The Issuer and the Subsidiary Guarantors, and the Holders, by their acceptance of such Notes hereby agree that the Collateral Trustee shall have no obligation to (i) execute any landlord lien waivers and any other collateral documents that may affect the rights or protections of the Collateral Trustee and (ii) take any action pursuant to any Security Documents, the Intercreditor Agreement, any landlord lien waivers and any other collateral documents (as determined by the Collateral Trustee) unless the Collateral Trustee receives direction to act or omit to act in accordance with the Collateral Trust Agreement. (vi) Delivery of notices, instruments, agreements, certificates and documents of any nature whatsover other than Officers’ Certificates to the Borrower Collateral Trustee or the Trustee under the Security Documents or the Intercreditor Agreement is for informational purposes only and its receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or any other Person’s compliance with any of its covenants hereunder or thereunder. Neither the Trustee nor the Collateral Trustee shall have any obligation to monitor or confirm, on a Subsidiary Guarantor shallcontinuing basis or otherwise the Issuer’s or any other Person’s compliance with respect to any reports, information or other documents delivered to the Collateral Trustee or the Trustee under such document; provided, however, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative Trustee or the Trustee receives written notice from the Issuer of any events which would constitute certain Defaults, their status and what action the Issuer is taking or proposing to take in respect thereof, the Collateral Trustee shall have received all such promissory notes, together with instruments of transfer be obligated to perform its obligations with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and accordance with the priority required byterms and conditions of this Indenture, such the Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings Documents and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionIntercreditor Agreement.

Collateral. (a) All outstanding Stock Iridium LLC will cause to be pledged hereunder at all times 100% of the Borrower directly owned by Holdings and all Stock of each Subsidiary aggregate ownership interests of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankCompany then outstanding. (b) All Indebtedness So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the Borrower right to exercise all voting, consensual and each Subsidiary other powers of ownership pertaining to the Borrower Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is owing to inconsistent with the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Collateral Representative Agent shall have received execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such promissory notesproxies, together with instruments powers of transfer with respect thereto endorsed in blankattorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) All documents Except as permitted under, and instrumentssubject to any conditions set forth in, including Uniform Commercial Code Section 7.07 of the Credit Agreement, no distributions, dividends or other applicable personal property payments shall be paid by the Company to Iridium LLC in its capacity as a member of the Company, and financing statementsIridium LLC shall not be entitled to receive and retain any such distribution, reasonably requested dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the Collateral Agent to be filedand the other Secured Parties, registered or recorded to create segregated from other funds of Iridium LLC and forthwith turn over the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered same to the Collateral Representative Agent in proper the exact form received by Iridium LLC for filing, registration or recording and none of deposit into the Collateral shall be subject appropriate Project Account pursuant to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderthe Depositary Agreement. (d) Holdings and the Borrower shall deliver to Without limiting any other rights of the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything under this Agreement (but subject to the contrary hereinsecond paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Collateral Agent may (but shall not be obligated to) make a demand for payment in respect of the Reserve Capital Call Obligations in accordance with respect Section 4.02 of the Iridium LLC Agreement, without notice to or consent from or any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause other action required to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionIridium LLC.

Collateral. (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Representative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative 109 Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ Liens permitted hereunder. (d) Holdings and the The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateralset forth above, to the extent any security interest (other than to the extent that any a lien on the Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and such stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the creation or perfection of such security interest is shall not so granted and/or perfected on or prior constitute a condition precedent to the Conversion Date, then Holdings and availability of the Borrower each agrees to deliver or cause Initial Term Loans on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such documents and instruments, and take or cause to be taken such other actions later date as may be required to grant reasonably agreed by the Borrower and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion(with respect to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. (a) All outstanding Stock To secure full and complete payment and performance of the Obligations, the Borrower shall, and shall cause each of the Restricted Subsidiaries to, grant and convey to and create in favor of, the Agent for the ratable benefit of the Lenders a continuing first priority (subject, except for Equity Interests, to any prior Liens permitted by Section 8.3) perfected Lien and security interest in, to and on all of the assets (other than the Equity Interests of Unrestricted Subsidiaries) of the Borrower directly owned and such Restricted Subsidiaries (except to the extent prohibited by Holdings law) including but not limited to the following: (i) all of the Borrower's and such Restricted Subsidiaries' present and future assets (other than Equity Interests in Unrestricted Subsidiaries), including, without limitation, their equipment, inventory, accounts receivable, instruments, general intangibles, intellectual property and real estate; and (ii) all Stock of the Equity Interests of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorother Restricted Subsidiary, in each case, as of now owned or hereafter acquired by the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that Borrower or such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankother Restricted Subsidiary. (b) All Indebtedness With respect to any new Restricted Subsidiary created or acquired after the Effective Date, (i) the Borrower, and/or any Restricted Subsidiary owning the Equity Interests of such new Restricted Subsidiary, shall promptly execute and deliver to the Agent such amendments to the Pledge Agreements of the Borrower applicable Loan Party as the Agent deems necessary or advisable in order to grant to the Agent, for the benefit of the Lenders, a perfected first priority security interest in the Equity Interests of such new Restricted Subsidiary, (ii) in the case of any such new Restricted Subsidiary, such new Restricted Subsidiary shall promptly execute and each deliver to the Agent a Guaranty, Pledge Agreement, Security Agreement and, if necessary, an Intellectual Property Security Agreement, (iii) the applicable Loan Party owning Equity Interests of the new Restricted Subsidiary and such new Restricted Subsidiary shall deliver any certificates representing the Equity Interests of such new Restricted Subsidiary and any Restricted Subsidiary of such new Restricted Subsidiary, respectively, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the applicable Loan Party, (iv) the applicable Loan Party owning Equity Interests of the new Restricted Subsidiary and such new Restricted Subsidiary shall take such other actions as shall be necessary or advisable to grant to the Agent for the benefit of the Lenders a perfected first priority security interest in the assets of, and Equity Interests in, such new Restricted Subsidiary, including, without limitation, the filing of such Uniform Commercial Code financing statements as may be requested by the Agent, and (v) if requested by the Agent, the Borrower that is owing shall cause to be delivered to the Agent legal opinions relating to the matters described in the preceding clauses (i), (ii), (iii) and (iv), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. (c) With respect to any newly acquired assets or transfers of assets to the Borrower or a Restricted Subsidiary Guarantor shall(other than Equity Interests in Unrestricted Subsidiaries), to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one promptly after acquiring or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that receiving any such security interest is not so granted and/or perfected on or prior to the Conversion Dateasset, then Holdings execute and the Borrower each agrees to deliver or cause to be delivered to the Agent in a form reasonably acceptable to the Agent (i) one or more mortgages (unless otherwise agreed by the Agent), Pledge Agreements, Security Agreements and/or Intellectual Property Security Agreements which grant to the Agent a first priority perfected security interest in such assets (subject, except for Equity Interests, to any prior Liens permitted by Section 8.3) and (ii) such additional agreements and other documents as the Agent reasonably deems necessary to establish a valid, enforceable and instrumentsperfected first priority security interest in such assets including but not limited to assets consisting of Intellectual Property (subject, except for Equity Interests, to any Liens permitted by Section 8.3). (d) Upon request of the Agent, promptly execute and take deliver or cause to be taken such other actions as may be required to grant executed and perfect such security interests, on or prior delivered to the date that is 120 days Agent in a form reasonably acceptable to the Agent (i) one or 180 days more mortgages, Pledge Agreements, Security Agreements and/or Intellectual Property Security Agreements which grant to the Agent a first priority perfected security interest (subject, except for Equity Interests, to any Liens permitted by Section 8.3) in such property of the case Borrower or a Restricted Subsidiary, including Equity Interests of Collateral consisting of mining properties) after the Conversion Date direct or such longer period of time indirect Restricted Subsidiaries, as may shall be agreed to specified by the Administrative Agent and (ii) such additional agreements and other documents as the Agent reasonably deems necessary to establish a valid, enforceable and perfected first priority security interest in its sole discretionsuch property or Equity Interests.

Collateral. (a) All outstanding Stock If a Collateral Trigger Event occurs, then the Borrower shall, and shall cause each of its Domestic Subsidiaries to, (a) grant to the Administrative Agent for the benefit of the Borrower directly owned Lenders a valid and perfected first priority security interest (subject to Permitted Collateral Liens) in (i) 100% of the Capital Stock issued to such Persons by Holdings and all any Domestic Subsidiary (ii) 65% of the Capital Stock of each issued to such Persons by any direct Foreign Subsidiary of such Persons, and (iii) if the Borrower directly owned by Exchange has not been completed, the Borrower or any Subsidiary GuarantorIntercompany Notes, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness execute Pledge Agreements to evidence such grant and the Administrative Agent's rights with respect thereto, and deliver to the Administrative Agent the Intercompany Notes and all certificated evidence of ownership of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notesapplicable Capital Stock, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instrumentsallonge endorsements, including Uniform Commercial Code stock powers or other applicable personal property and financing statementssimilar conveyance documents, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required byas applicable, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledgesdocuments or instruments that the Administrative Agent, security interests in its sole discretion, deems necessary or mortgagesdesirable to create, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificatepreserve, executed and delivered by an Authorized Officer of Holdings and the Borrowerevidence, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, including without limitation, an intercreditor agreement among the holders of the Public Debentures (through their agent or trustee), the Administrative Agent and the Lenders on or prior terms and conditions satisfactory to the date Administrative Agent and the Lenders, provided that is 120 the Borrower's obligations to comply with clauses (a) and (b) of this Section 6.13 are subject to receipt of any necessary approvals of Governmental Authorities to such grant, provided further, that such approvals shall be obtained and the Borrower shall comply with clauses (a) and (b) of this Section 6.13 no later than 60 days after the occurrence of such Collateral Trigger Event, and no Borrowings shall be permitted to be made after such Collateral Trigger Event until such security interests are granted. (or 180 b) Within 60 days after the occurrence of a Collateral Trigger Event, the Borrower shall, and shall cause any applicable Subsidiary to, (i) grant to the Administrative Agent for the benefit of the Lenders a valid and perfected second priority Lien on the Borrower's leasehold interest in the case Leased Property (as defined in the Permitted Synthetic Lease), subject only to (A) the Lien in favor of Collateral consisting the Synthetic Lease Lenders thereon, and (B) Liens thereon permitted by the Permitted Synthetic Lease, (ii) execute a leasehold mortgage or deed of mining propertiestrust or other similar conveyance document to evidence such grant and the Administrative Agent's rights with respect thereto, and (iii) after provide to the Conversion Date or such longer period Administrative Agent, at the Borrower's sole expense, a mortgagee policy of time as may be agreed title insurance in form and substance satisfactory to the Administrative Agent, a survey of the Leased Property and any environmental site assessments and other due diligence items reasonably required by the Administrative Agent in its sole discretionAgent.

Collateral. (a) All outstanding Stock The due and punctual payment of the Borrower directly owned by Holdings principal and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificatespremium, if any, representing such securities pledged of, and interest (and Liquidated Damages, if any) on, the Notes when and as the same shall become due and payable, whether on an Interest Payment Date, at the Stated Maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and payment or performance of all other obligations under this Indenture, the Pledge Notes, the Guarantees, the Collateral Agreements and the Registration Rights Agreement, accompanied by instruments of transfer and undated stock powers endorsed shall be secured as provided in blankthe Collateral Agreements. (b) All Indebtedness The Company and the Guarantors shall, and shall cause each of their 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 Borrower Collateral Agreements, to assure and each Subsidiary confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Agreements, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Borrower that is owing Notes secured hereby, according to the Borrower or a Subsidiary Guarantor intent and purposes expressed herein and in the Collateral Agreements. The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, take, upon request of the Trustee, any and all actions required to cause the Collateral Agreements to create and maintain, as security for the obligations under this Indenture, the Notes, the Guarantees, the Collateral Agreements and the Registration Rights Agreement, valid and enforceable, perfected (except as expressly provided herein or therein) Liens in and on all the Collateral, in favor of the Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein and in the Intercreditor Agreement; provided, that the Trustee's Lien securing the Collateral shall be subordinated pursuant to the terms of the Intercreditor Agreement to a Lien securing the Company's and the Guarantors' obligations under the Credit Facility, but only to the extent exceeding $10,000,000 provided in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Intercreditor Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents Simultaneously with the execution of this Indenture, the Trustee is hereby authorized and instrumentsdirected to enter into the Pledge and Security Agreement, including Uniform Commercial Code which shall be in the form attached as Exhibit E hereto, and an intercreditor agreement in the form attached as Exhibit F hereto with The Bank of New York, as administrative agent under the Credit Facility. The Trustee is further authorized and directed to enter into any other Collateral Agreements (including, without limitation, the Deposit Account Control Agreements and any agreement, instrument or other applicable personal property and financing statements, reasonably requested by document required under the laws of the respective jurisdictions of organization of any Foreign Subsidiaries whose Equity Interests are included in the Collateral Agent to be filed, registered for the effectiveness or recorded to create perfection of the Liens intended to be created by Lien granted in favor of the Trustee in such Equity Interests). In connection with any Security Document to be executed on replacement or refinancing of any secured Indebtedness under the Conversion Date and to perfect such Liens Credit Facility to the extent required by, permitted under Section 4.11 of this Indenture and clause (m) of the definition of the "Permitted Liens," the Trustee is hereby authorized and directed upon request of the Company to enter into an intercreditor agreement substantially in the form attached as Exhibit F hereto with the priority required by, such Security Document shall have been delivered to applicable Replacement Agent (as defined in the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderIntercreditor Agreement). (d) Holdings The Company shall, and shall cause each of its Subsidiaries to, use all reasonable efforts to obtain all requisite consents to enable the Borrower Company or such Subsidiary to provide a Lien on any license, contract or agreement to which the Company or such Subsidiary is party and which is an Excluded Asset described in clause (c) of the definition of "Excluded Assets." (e) The Company shall deliver use its best efforts to the Collateral Agent a completed Perfection Certificatedeliver, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interestsdelivered, on or prior to April 15, 2002 (but in no event later than May 31, 2002), (i) with respect to each of its Deposit Accounts existing on the date hereof and set forth in Schedule III to the Pledge and Security Agreement, a duly executed Deposit Account Control Agreement with respect to each such Deposit Account (other than a Deposit Account that is 120 days at all times has less than (A) $25,000 on deposit therein, and (B) when aggregated with all other Deposit Accounts that are not subject to a Deposit Account Control Agreement in favor of the Trustee, $100,000 on deposit therein), together with a favorable written opinion or 180 days opinions addressed to the Trustee and dated the date of delivery of the last of the Deposit Account Control Agreements delivered pursuant to this Section 11.5(e) from Jones, Day, Reavis & Pogue, as counsel to the Company and the Guaranto▇▇, ▇n form ▇▇▇ ▇▇bst▇▇▇▇ satisfactory to the Trustee, and (ii) with respect to any Equity Interests of Foreign Subsidiaries of the Company or the Guarantors included in the case Collateral (other than any Excluded Assets), duly executed agreements, instruments or documents required under the laws of Collateral consisting the respective jurisdictions of mining propertiesorganization of such Foreign Subsidiaries for the effectiveness or perfection of the Lien granted in favor of the Trustee in such Equity Interests, but only to the extent that (x) after such effectiveness or perfection can reasonably be obtained or achieved under the Conversion Date or such longer period laws of time as may be agreed to by the Administrative Agent in its sole discretion.applicable jurisdictions and

Collateral. (a) All outstanding Stock Iridium LLC will cause to be pledged hereunder at all times 100% of the Borrower directly owned by Holdings and all Stock of each Subsidiary aggregate ownership interests of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankCompany then outstanding. (b) All Indebtedness So long as no Event of Default shall have occurred and be continuing, Iridium LLC shall have the Borrower right to exercise all voting, consensual and each Subsidiary other powers of ownership pertaining to the Borrower Member Collateral, provided that Iridium LLC agrees that it will not vote the Collateral in any manner that is owing to inconsistent with the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge terms of this Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Collateral Representative Agent shall have received execute and deliver to Iridium LLC or cause to be executed and delivered to Iridium LLC all such promissory notesproxies, together with instruments powers of transfer with respect thereto endorsed in blankattorney, dividend and other orders, and all such instruments, without recourse, as Iridium LLC may reasonably request for the purpose of enabling Iridium LLC to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (b). (c) All documents Except as permitted under, and instrumentssubject to any conditions set forth in, including Uniform Commercial Code Section 7.07 of the Credit Agreement, no distributions, dividends or other applicable personal property payments shall be paid by the Company to Iridium LLC in its capacity as a member of the Company, and financing statementsIridium LLC shall not be entitled to receive and retain any such distribution, reasonably requested dividends or other payments, in respect of the Collateral; provided that nothing herein shall be construed to limit the payment by the Company to Iridium LLC of the Iridium Management Expenses under, and as defined in, the Management Services Agreement. In the event that, notwithstanding the foregoing, Iridium LLC shall receive any such distribution, dividend or other payment, Iridium LLC shall hold the same in trust for the Collateral Agent to be filedand the other Secured Parties, registered or recorded to create segregated from other funds of Iridium LLC and forthwith turn over the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered same to the Collateral Representative Agent in proper the exact form received by Iridium LLC for filing, registration or recording and none of deposit into the Collateral shall be subject appropriate Account pursuant to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunderthe Depositary Agreement. (d) Holdings and the Borrower shall deliver to Without limiting any other rights of the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything under this Agreement (but subject to the contrary hereinsecond paragraph of Section 5.05), upon and during the continuance of any Event of Default, the Collateral Agent may (but shall not be obligated to) make a demand for payment in respect of the Reserve Capital Call Obligations in accordance with respect Section 4.02 of the Iridium LLC Agreement, without notice to or consent from or any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause other action required to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionIridium LLC.

Collateral. (a) All outstanding Stock Subject to the limitations on property or assets acquired after the Original Effective Date set forth in Section 5.13, the Borrower will, and will cause each other Credit Party to, (i) cause all of its owned property (subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower directly owned by Holdings will cause the Applicable Pledge Percentage of the issued and all outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case, as favor of the Conversion DateAdministrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall have been pledged be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Pledge Agreements; (2) no Mortgages shall be required hereunder to the Pledge Agreement (except extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Mortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; (3) no Mortgages are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgages by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Original Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably practicable after the Original Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent as the lienholder on the Original Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and (5) no Mortgages or vehicle titles shall not be required hereunder to pledge any Excluded Stock the extent the Borrower is in compliance with the Mortgage and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankVehicle Title Requirement). (b) All Indebtedness The Borrower will, and will cause each of its Subsidiaries to, keep all Collateral, other than inventory in transit, motor vehicles, residential tanks and bulk storage tanks, at one or more of the locations set forth on Schedule 5.10 hereto and not remove any such Collateral therefrom except for, (i) inventory sold in the ordinary course of business; (ii) dispositions of obsolete or worn out equipment to the extent permitted under this Agreement and the other Credit Documents; and (iii) the storage of inventory or equipment at locations within the continental United States other than those described on Schedule 5.10 hereto; provided that (a) this Section 5.10 shall be deemed inapplicable during the continuation of the Collateral Release Event (as defined below) that has not been followed by the Collateral Regrant Event (as defined below) and (b) the Borrower shall take all actions necessary for the Administrative Agent’s Lien on such inventory and equipment to continue to be a perfected first priority Lien subject to no other Lien other than Permitted Liens. Notwithstanding the foregoing or anything else contained in this Agreement or any other Credit Document to the contrary, the parties hereto acknowledge and agree that in the event the Borrower receives, after the Original Effective Date, ratings for its senior unsecured long-term debt securities (without third-party credit enhancement) (the “Ratings”) that are investment grade from both S&P (at least BBB-) and ▇▇▇▇▇’▇ (at least Baa3) (the “Collateral Release Event”), the security interests and Liens described in clause (a) of this Section 5.10 and granted pursuant to the Collateral Documents will be released; provided that (i) if either such Rating subsequently falls below BB+ or Ba1 respectively, the Borrower and each Subsidiary other Credit Party will re-grant the security interests in the Collateral pursuant to comparable Collateral Documents (the “Collateral Regrant Event”) and no further Ratings-based collateral releases will be permissible and (ii) notwithstanding the foregoing clause (i), no re-granting of the Borrower that is owing to security interests in and the Liens on the Collateral will be required if the Borrower receives Ratings of BBB (stable or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one better outlook) or more global promissory notes higher from S&P and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blankBaa2 (stable or better outlook) from ▇▇▇▇▇’▇. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens With respect to the extent required byleasehold interests under that certain Sublease and Storage Services Agreement (the “Existing Tres Lease”) dated November 16, 2007 by and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for between Tres ▇▇▇▇▇▇▇▇ permitted hereunder. Gas Storage LLC, a Delaware limited liability company (d“Tres ▇▇▇▇▇▇▇▇”) Holdings and the Matagorda Gas Storage, LLC, a Delaware limited liability company (“Sublandlord”), Borrower shall deliver deliver, or shall cause Tres ▇▇▇▇▇▇▇▇ to the Collateral Agent deliver, a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, Mortgage with respect to the leasehold interests thereunder (or pursuant to any security documents relating replacement lease with respect to real property such interests, if applicable) on or before September 30, 2011 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such Mortgage by the date ultimately required by the Administrative Agent shall constitute a Default under clause (d)(i) of Article VII hereof); provided that, whether or not the leasehold interests under the Existing Tres Lease are restructured pursuant to the extent constituting Collateralterms and conditions of that certain Assignment Agreement dated May 20, 2010 by and among Underground Storage Services (Markham), L.P., a Texas limited partnership, Sublandlord and Tres ▇▇▇▇▇▇▇▇, no such Mortgage shall be required to be delivered to the extent that any the existing or replacement lease expressly prohibits the lessee thereunder from granting such security interest is not so granted and/or perfected on Mortgage. Borrower covenants and agrees that it shall make, or prior shall cause Tres ▇▇▇▇▇▇▇▇ to make, commercially reasonable efforts to obtain the Conversion Date, then Holdings and third party consents necessary to permit the Borrower each agrees lessee thereunder to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions pledge the leasehold interests thereunder as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionhereunder.

Collateral. (a) All outstanding Stock At all times the Secured Obligations shall be secured by first and prior Liens (subject only to Permitted Liens) covering and encumbering (i) not less than the Minimum Collateral Amount, and all cogeneration facilities and transportation and gathering systems owned by any Restricted Person used in connection with the production and development of the Borrower directly owned by Holdings Mineral Interests included therein, and (ii) all Stock of the issued and outstanding Equity Interest of each Subsidiary of the Borrower directly owned by Restricted Person subject to the Borrower or any Subsidiary Guarantorlimitation with respect to Foreign Subsidiaries set forth in Section 6.16, in each case, as and (iii) all other personal property of the Conversion Restricted Persons that can be perfected by the filing of a financing statement under the UCC (excluding filings in the real property records), except for the Excluded Property. On the Closing Date, Borrower and its Subsidiaries shall have been pledged pursuant deliver to Administrative Agent for the Pledge Agreement (except that such Credit Parties shall not be required ratable benefit of each Lender and SG, Security Documents covering the foregoing, each in form and substance acceptable to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blankAdministrative Agent. (b) All Indebtedness To the extent necessary to comply with the first sentence of the Section 6.17(a), (i) within 30 days after each Determination Date, Borrower and its Subsidiaries shall execute and deliver to Administrative Agent, for the ratable benefit of each Lender and SG, deeds of trust, mortgages, chattel mortgages, security agreements and financing statements in form and substance acceptable to Administrative Agent and duly executed by Borrower and any such Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, (as applicable) together with instruments of transfer with respect thereto endorsed in blanksuch other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) as Administrative Agent shall deem necessary or appropriate to grant, evidence and perfect the Liens required by this Section 6.17. (c) All documents Borrower also agrees to deliver favorable title information, title opinions or updates of title opinions in form, substance and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral authorship reasonable satisfactory to Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for ▇▇▇▇▇ permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating the properties described in subsection (b) immediately above and confirming that such Restricted Person has good and defensible title to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings properties and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case free and clear of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretionall Liens other than Permitted Liens.