Common use of Collateral Clause in Contracts

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. The Liens granted Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents with respect to the Collateral constitute a legal, valid Document and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The perfect such Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording and none of the Liens and Collateral shall be subject to any other pledges, security interests described above or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by possessionthe Borrower or any Subsidiary Guarantor, in each case as of the 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 the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral 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 of its Restricted Subsidiaries 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 of the Restricted Subsidiaries 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. (d) The Guarantee shall be in full force and effect.

Collateral. The Liens granted Pledgor hereby represents and warrants to Secured Party and Lenders (which representations and warranties shall survive the Collateral Agent pursuant to execution and delivery of this Agreement and the Security Documents making of Loans under the Loan Agreement) as follows: (a) Pledgor is, or, with respect to the Collateral constitute a legalreceived or acquired by Pledgor after the date hereof, will be, the direct record and beneficial owner of each share, security and other interest that comprises the Collateral, and Pledgor has and will have good, valid and enforceable first priority (subject to marketable title thereto, free and clear of all Liens other than those created by this Agreement and Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, ; (b) with respect to any property that can be perfected solely by control, upon execution all of the Depositary Agreement and each Control Agreement by each of the parties theretoCollateral has been, (c) or, with respect to the Security Certificates Collateral received or acquired by Pledgor after the date hereof, will be, duly and validly issued, fully paid and nonassessable; (as defined in the UCCc) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof constitutes that percentage of the issued and outstanding capital stock, equity securities, membership units, partnership interests and ownership interests of each Person in which such Collateral represents an ownership interest (calculated on a fully diluted, as converted basis) as set forth on Schedule 1.1; and (d) the Collateral is and will be duly and validly pledged to Secured Party, for its benefit and the benefit of the Lenders, in accordance with respect to law, and Secured Party, for its benefit and the fixtures that are subject to benefit of the Lenders, has and will have a Deed of Trustgood, upon the recording of such Deed of Trust valid and perfected first priority Lien on and security interest in the jurisdiction referred to in Schedule 3.21, Collateral and in each case are the proceeds thereof subject to no Liens except Permitted other Liens, and no filing or other action will be necessary to perfect or protect such Lien other than delivery to Secured Party of certificates representing the Collateral. Except Pledgor has full legal authority and power to own the extent possession Collateral and to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereunder, and Pledgor is under no legal restriction, limitation or disability that would prevent any of portions the foregoing. No financing statement relating to any of the Collateral is required on file in any public office except those on behalf of Secured Party for perfection, upon the filing benefit of itself and the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken Lenders or with respect to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionPermitted Liens.

Collateral. Except for any items referred to on Schedule 9.12: (i) The Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s Wholly-Owned Restricted Subsidiaries to the extent required to be delivered and pledged under the Security Documents (to the extent certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and (ii) All Uniform Commercial Code and PPSA financing statements in the jurisdiction of organization of each Credit Party or applicable filing office in Canada to be filed, registered or recorded to perfect the Liens granted intended to be created by any Security Document to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent pursuant for filing, registration or recording; provided that each of the requirements set forth in this clause (b) (except to the Security Documents with respect to the Collateral constitute extent that a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the such Collateral Agent pursuant to the Security Documents in the Collateral will may be perfected solely (ax) with respect to any property that can be perfected by filing, upon the filing of a financing statement under the financing statements referred to in Schedule 3.21Uniform Commercial Code or the PPSA or (y) by the delivery of certificates, (b) with respect to any property that can be perfected solely by controlif any, upon execution representing the Equity Interests of the Depositary Agreement Borrower and each Control Agreement by each Wholly-Owned Restricted Subsidiary of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property Credit Party that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to constitutes a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except Material Subsidiary to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and certificates perfects a security interest therein) shall not constitute conditions precedent to the Collateral initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the extent Closing Date or without undue burden or expense if the Collateral Agent’s Lien can Borrower agrees to deliver, or cause to be perfected by filingdelivered, including any recordingsuch documents and instruments, filing, registration, giving of notice or take or cause to be taken such other similar action actions as may be required to perfect such security interests within 90 days after the Closing Date (assuming proper recordation of any such documents). To the extent required subject to extensions approved by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its reasonable discretion).

Collateral. The Liens granted (a) All Capital Stock of the Borrower 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 as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral 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. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral 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 Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingPledge Agreement, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) shall have received such Intercompany Note, together with undated instruments of transfer with respect to thereto endorsed in blank; provided, however, that, if the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to 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 UCC or other applicable personal property security financing statements and Intellectual 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 the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral that requires is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the Liens and security interests described above (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 extent required by possessionSection 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 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 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 provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Target or Amplify or any wholly owned material U.S. restricted subsidiary of the Target or Amplify not delivered on the Closing Date, on or prior to the date that is 5 Business Days after the Closing Date, and with respect to any other such Collateral not actually received from the Target or Amplify on or prior to the Closing Date after use of commercially reasonably efforts to procure delivery thereof, on or prior to the date that is 90 days after the Closing Date or, in each case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.

Collateral. The Liens granted Administrative Agent (or its counsel) shall have received (i) certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the Collateral Agent pursuant extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the Security Documents with respect 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 (ii) copies of 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 United States shall be required to provide guarantees and Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liensthe terms set forth in this paragraph) Lien on the Collateral. The Liens granted 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 Administrative Agent), and to the extent any Collateral Agent pursuant (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the Security Documents 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 will be perfected (a) with respect to any property that can the security interest in which may be perfected by filing, upon the filing of a UCC financing statement for entities organized in the financing statements referred United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to in Schedule 3.21do so or without undue burden or expense, (b) with respect then the provision of such collateral and perfection therein shall not constitute a condition precedent to any property that can be perfected solely by control, upon execution the availability of the Depositary Agreement and Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each Control Agreement case, subject to extensions to be reasonably agreed upon by each the Administrative Agent). Without limiting the generality of the parties theretoprovisions of Section 9.03(b), (c) for purposes of determining compliance with respect the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have 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 Administrative Agent shall have received notice from such Lender prior to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionproposed Closing Date specifying its objection thereto.

Collateral. The Borrower will cause, and will cause each other Loan Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens granted to in favor of the Collateral Agent pursuant for the benefit of the Secured Parties to secure the Security Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 7.2 (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral constitute a legalAgent. Notwithstanding the foregoing, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents no pledge agreement in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can equity interests of a Foreign Subsidiary shall be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except required hereunder to the extent possession of portions such pledge thereunder is prohibited by applicable law or the Administrative Agent reasonably determines that such pledge would not provide material credit support for the benefit of the Collateral is required for perfectionSecured Parties pursuant to legally valid, upon the filing of the financing statements binding and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionenforceable pledge agreements.

Collateral. (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the 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 Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security 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 Xxxxx permitted hereunder. (d) The Liens granted Borrower shall deliver to the Collateral Agent pursuant a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the Security Documents with respect to the Collateral constitute a legalcontrary herein, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any security documents relating to real property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of constituting Collateral, the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken Borrower agrees to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice deliver or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused 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 Collateral date that is 120 days after the Closing Date or such longer period of time as may be agreed to by the Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its reasonable discretion.

Collateral. The Liens granted Borrower will cause, and will cause each other Credit Party to cause, such of its owned Property (but in any event excluding real property) that constitutes Collateral pursuant to the Collateral Documents to be subject at all times to Liens in favor of the Administrative Agent pursuant 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; provided, however, that the Borrower and the other Credit Parties shall not be required to comply with the terms of the Federal Assignment of Claims Act in connection with their pledge of any Collateral to the Administrative Agent. The Pledge and Security Agreement sets forth the types of Property required to be subject to such Liens and the priority of such Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each 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 in accordance with the terms and conditions of this Agreement and the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, in each case to the extent, and within such time period as is, reasonably required by the Administrative Agent, subject in any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (i) no Credit Party shall be required to pledge (A) the equity interests of Roto-Rooter of Canada, Ltd., VNF, or any Rabbi Trust or Rabbi Trust Subsidiary, (B) more than 40% of the equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of Complete Plumbing Services Inc., or (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; provided, however, that, except to the extent necessary to satisfy any licensing requirement under applicable law with respect to the Collateral constitute Borrower’s or any Subsidiary’s business, the Borrower will not permit, nor will it permit any other Credit Party to, grant a legalsecurity interest in, valid and enforceable first priority (subject pledge or deliver to Permitted Liens) Lien on the Collateral. The Liens granted any non-Credit Party those equity interests that are not pledged or delivered to the Collateral Administrative Agent pursuant to the Security Documents this Section 6.25; and (ii) no pledge agreement in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can equity interests of a Foreign Subsidiary shall be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except required hereunder to the extent possession of portions such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Collateral is required for perfectionHolders of Secured Obligations pursuant to legally valid, upon the filing of the financing statements binding and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionenforceable pledge agreements.

Collateral. The (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 granted 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 Xxxxx permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent pursuant 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 Security Documents with respect to the Collateral constitute a legalcontrary herein, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any security documents relating to real property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfectionconstituting Collateral, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of that any such documents). To security interest is not so granted and/or perfected on or prior to the extent required by Conversion Date, then Holdings and the Security Documents, Borrower each of each Loan Party and Holdings has properly delivered agrees to deliver or caused 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 all Collateral that requires perfection of the Liens and security interests described above by possessionin its sole discretion.

Collateral. The Liens granted (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 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 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 Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) shall have received all such promissory notes, together with instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee All documents and Collateral Agreement) instruments, including Uniform Commercial Code or other applicable personal property and any other property that can solely be perfected financing statements, reasonably requested by possession, upon the Collateral Agent receiving possession thereof to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection in proper form for filing, registration or recording and none of the Liens and Collateral shall be subject to any other pledges, security interests described above 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 possessionan Authorized Officer of US Holdings and the Borrower, together with all attachments contemplated thereby. (e) The Guarantee shall be in full force and effect.

Collateral. The Liens granted to New Second Lien Notes Trustee and the Collateral Agent pursuant to Bridge Loan Lenders shall have received: (A) from the Security Documents Issuers and the Subsidiary Guarantors (as defined below), a counterpart of the collateral agreement and ancillary security documents (in each case 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 collateral agent (the “Collateral constitute a legalAgreement”); (B) all documents and instruments, valid including Uniform Commercial Code or other applicable personal property and enforceable first financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the extent required by, and with the priority (required by, such security document shall have been delivered to the New Second Lien Notes Trustee for filing, registration or recording and none of the collateral shall be subject to Permitted Liensany other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged all Equity Interests (as defined in the Guarantee and Collateral Bridge Loan Agreement) of the Co-Issuer and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and all Equity Interests of each Restricted Subsidiary (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust as defined in the jurisdiction referred to in Schedule 3.21Bridge Loan Agreement) directly owned by the Issuers or any Subsidiary Guarantor, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions as of the Collateral is date hereof, and required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused 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 have been pledged pursuant to the Collateral Agent Agreement and the New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement (as defined below)) shall have received all certificates, if any, representing such securities pledged under the Collateral that requires perfection Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (D) the results of a search of the Liens Uniform Commercial Code filings made with respect to the Issuers and security interests described above the Subsidiary Guarantors in the jurisdictions reasonably requested by possessionthe New Second Lien Notes Trustee or the Institutional Bridge Loan Lenders and the copies of the financing statements disclosed by such search.

Collateral. The Liens granted Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent pursuant to for the Security Documents with respect to benefit of the Collateral constitute Secured Parties a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on priority security interest in all assets (including real property and the CollateralCapital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Liens granted Borrower will, and will cause the Borrower and each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent pursuant to may reasonably require. Notwithstanding any of the Security Documents in the Collateral will be perfected foregoing, (a) with respect neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any property that can be perfected by filing, upon asset if the filing granting of such security interest would result in the financing statements referred to in Schedule 3.21violation of any applicable law or regulation, (b) with respect the Collateral shall not include a security interest in any asset if the granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to any property that can be perfected solely by control, upon execution relevant provisions of the Depositary Agreement and each Control Agreement by each of the parties theretoUniform Commercial Code), (c) with respect to fee-owned real property having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be excluded from the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possessionCollateral, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of TrustCollateral shall not include cash and cash equivalents, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21accounts receivable or Portfolio Securities, and in each case are subject to no Liens or deposit or security accounts (except Permitted Liens. Except to the extent possession that the foregoing are proceeds of portions Collateral; provided that in no event shall any control agreements be required) containing any of the Collateral foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is required for perfection, upon wholly exempt from the filing taxes imposed by subtitle A of the financing statements and upon Code, (e) the recording pledge of the Deeds Capital Stock of Trust as described aboveForeign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, all such action as is necessary has been taken (f) the Administrative Agent shall have the discretion to establish and perfect exclude from the Collateral Agent’s rights in immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Collateral to Lenders and other assets in which it may determine that the extent the Collateral Agent’s Lien can taking of a security interest would not be perfected by filingadvisable, including any recording, filing, registration, giving of notice and (g) no foreign law security or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to pledge agreements shall be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionrequired.

Collateral. The (a) Intermediate Holdings and the Borrower shall take or cause to be taken all actions required to be taken to permit the Agent to maintain a first priority perfected security interest in the Collateral, subject only to any Liens granted expressly permitted by Section 6.02 and the terms of the Security Agreement and the other Loan Documents. Intermediate Holdings and the Borrower will, or will cause the other Loan Parties to, subject to the terms of the Security Agreement, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable Law, or that the Agent or the Required Lenders may reasonably request, to cause the Collateral to be pledged to the Agent pursuant to the Security Documents and to perfect such Liens to the extent required thereby, with the priority required thereby, all at the expense of the Borrower. The Borrower also agrees to provide to the Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection and priority of the Liens created or intended to be created by the Security Agreement. The Borrower will furnish to the Agent prior written notice of any change (i) in any Loan Party’s organizational name, (ii) in any Loan Party’s entity type or (iii) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all arrangements reasonably satisfactory to the Agent for filings have been made under the UCC or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Security Documents. (b) In the event that any Person becomes a wholly-owned Domestic Subsidiary (other than an Immaterial Subsidiary, CFC Holdco or an Unrestricted Subsidiary) of the Borrower, the Borrower shall within thirty (30) days after such Person becomes such a wholly-owned Domestic Subsidiary or any Unrestricted Subsidiary becomes a Restricted Subsidiary pursuant to a Subsidiary Redesignation or any Immaterial Subsidiary ceases to be identified as an Immaterial Subsidiary on any Compliance Certificate delivered by the Borrower, as the case may be (unless the Agent, in its sole discretion, extends additional time for compliance), (a) cause such Domestic Subsidiary to become a Guarantor under the Security Agreement and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), (c), (k), (l) and (q), and, if requested by the Agent, legal opinions as are similar to those described in Section 3.01(d). In the event that any Person becomes a Foreign Subsidiary (other than an Immaterial Subsidiary or an Unrestricted Subsidiary) of the Borrower or a CFC Holdco which is a Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary or CFC Holdco are owned directly by the Borrower or by any wholly-owned Domestic Subsidiary thereof (other than a CFC Holdco, an Immaterial Subsidiary or an Unrestricted Subsidiary), the Borrower shall, or shall cause such Domestic Subsidiary to, within thirty (30) days after such Person becomes such a Foreign Subsidiary or a CFC Holdco (unless the Agent, in its sole discretion, extends additional time for compliance), deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.01(c), and the Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.01(b) necessary to grant and to perfect a First Priority Lien in favor of the Collateral Agent, for the benefit of Secured Parties, under the Security Agreement in (i) sixty-five percent (65%) of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 100% of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). With respect to each such new Subsidiary (including any Immaterial Subsidiary or Unrestricted Subsidiary), the Borrower shall promptly send to the Agent written notice setting forth with respect to such Person the date on which such Person became a Subsidiary of the Borrower. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall be required to xxxxx x Xxxx on any Excluded Property and the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, shall exclude all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionExcluded Property.

Collateral. The Liens granted to (a) All outstanding Stock of the Collateral Agent Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Documents with respect Agreement (except that such Credit Parties shall not be required to the Collateral constitute a legal, valid pledge any Excluded Stock and enforceable first priority (subject to Permitted LiensStock Equivalents) Lien on the Collateral. The Liens granted to and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the 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 Security Documents in Agreement, and the Collateral will be perfected (a) Agent shall have received all such promissory notes, together with instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee All documents and Collateral Agreement) and any instruments, including Uniform Commercial Code or other applicable personal property that can solely be perfected financing statements, reasonably requested by possession, upon the Collateral Agent receiving possession thereof to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral 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) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest (other than to the extent that 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 requires 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 shall not constitute a condition precedent to the Liens availability of the 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 later date as may be reasonably agreed by the Borrower and security interests described above the Administrative Agent (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 possessionthe Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. The Liens granted Effective upon any Subsidiary becoming a Guarantor after the date hereof, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to grant to the Collateral Agent pursuant to for the Security Documents with respect to benefit of the Collateral constitute Secured Parties a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on priority security interest in all assets (including real property and the CollateralCapital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Liens granted Borrower will, and will cause each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent pursuant may reasonably require. Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the Security Documents granting of such security interest would result in the violation of any applicable law or regulation, (ii) the Collateral will shall not include a security interest in any asset if the granting of such security interest would be perfected prohibited by enforceable anti-assignment provisions of contracts or applicable law (a) with respect after giving effect to any property that can be perfected by filing, upon the filing relevant provisions of the financing statements referred to in Schedule 3.21Uniform Commercial Code), (biii) with respect to any fee-owned real property that can having an individual fair market value of less than $2,500,000 or aggregate fair market value of less than $10,000,000 shall be perfected solely by control, upon execution of excluded from the Depositary Agreement and each Control Agreement by each of the parties theretoCollateral, (civ) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession that the foregoing are proceeds of portions Collateral; provided, that in no event shall any control agreements be required) containing any of the Collateral foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property, motor vehicles and other assets subject to certificates of title (other than any corporate aircraft), interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or more third parties and obligations the interest on which is required for perfection, upon wholly exempt from the filing taxes imposed by subtitle A of the financing statements and upon Code, (v) the recording pledge of the Deeds Capital Stock of Trust as described aboveForeign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, all such action as is necessary has been taken (vi) the Administrative Agent shall have the discretion to establish and perfect exclude from the Collateral Agent’s rights in immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such security interest would outweigh the benefit to the Collateral to Lenders and other assets in which it may determine that the extent the Collateral Agent’s Lien can taking of a security interest would not be perfected by filingadvisable, including any recording, filing, registration, giving of notice and (vii) no foreign law security or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to pledge agreements shall be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionrequired.

Collateral. The As of the Closing Date, (a) the right, title and interest of the Company and each of its Subsidiaries, as applicable, in the collateral pledged pursuant to the Guarantee and Amended and Restated Security Agreement (the “Collateral”) will be free and clear of all Liens except for the Lien granted in favor of the Collateral Agent under the Guarantee and Amended and Restated Security Agreement and Permitted Liens, and no financing statements in respect of the Collateral will be on file in favor of any person other than the Collateral Agent; (b) the Guarantee and Amended and Restated Security Agreement creates valid security interests in, and Liens on, the Collateral covered thereby securing the obligations of the Company and each of its Subsidiaries to the Collateral Agent, (c) the representations and warranties of the Company and each of its Subsidiaries in the Guarantee and Amended and Restated Security Agreement will be true and correct (if such representations and warranties are not qualified with respect to materiality, in which case such representations will be true and correct in all respects) in all material respects; (d) upon the filing and recording of financing statements in the appropriate jurisdictions, the Lien securing the obligations of the Company and each of its Subsidiaries to the Collateral Agent will have been duly perfected as to the Collateral as to which perfection may be accomplished pursuant to the Security Documents with respect to applicable Uniform Commercial Code or other applicable law in such jurisdictions; and (e) the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) Amended and Restated Security Agreement shall be prior to any other property that can solely be perfected by possessionLien on any of the Collateral, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except other than Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. The Liens granted (a) All Capital Stock of the Borrower 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 as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral 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. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral 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 Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingPledge Agreement, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) shall have received such Intercompany Note, together with undated instruments of transfer with respect to thereto endorsed in blank; provided, however, that, if the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to 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 UCC or other applicable personal property security financing statements and Intellectual 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 the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral that requires is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the Liens and security interests described above (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 extent required by possessionSection 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 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 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 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 5 Business Days after the 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, in each case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.

Collateral. The Liens granted Administrative Agent is hereby authorized by each Lender to hold all Collateral pledged pursuant to any Loan Document and to act on behalf of the Lender Group, in its own capacity and through other agents appointed by it, under the Security Documents; provided, that the Administrative Agent shall not agree to the release of any Collateral Agent pursuant to except in accordance with the Security Documents with respect to terms of this Agreement. The Lender Group acknowledges that the Collateral Loan and all interest, fees and expenses hereunder constitute a legalone Funded Debt, valid and enforceable first priority (subject to Permitted Liens) Lien on secured by all of the Collateral. The Administrative Agent hereby appoints each Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Administrative Agent’s Liens granted to in assets which, in accordance with the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that UCC, can be perfected by filingpossession. Should any Lender obtain possession of any such Collateral, subject to the limitations set forth in the Blocked Account Agreements, such Lender shall, promptly upon the filing Administrative Agent’s request therefore, deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. The Administrative Agent may purchase, in any public or private sale conducted under the provisions of the financing statements referred UCC (including pursuant to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution sections 9-610 and 9-620 of the Depositary Agreement and each Control Agreement by each UCC), the provisions of the parties theretoBankruptcy Code (including pursuant to section 363 of the Bankruptcy Code) or at any sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law, all or any portion of the Collateral. Each member of the Lender Group hereby irrevocably authorizes the Administrative Agent to Credit Bid (c) with respect to in an amount and on such terms as the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementAdministrative Agent may determine) and purchase at any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and such sale (deither directly or through one or more acquisition vehicles) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions all or any portion of the Collateral is required on behalf of and for perfection, upon the filing benefit of the financing statements and upon Lender Group (but not as agent for any individual Lender or Lenders, unless the recording Majority Lenders shall otherwise agree in writing). Each Lender hereby agrees that, except with the prior written consent of the Deeds Administrative Agent, it will not exercise any right that it might otherwise have to Credit Bid at any sales of Trust as described above, all such action as is necessary has been taken to establish and perfect or any portion of the Collateral Agent’s rights in and to conducted under the Collateral to provisions of the extent UCC or the Collateral Agent’s Lien can be perfected by filingBankruptcy Code, including any recording, filing, registration, giving of notice foreclosure sales or other similar action (assuming proper recordation dispositions of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionCollateral.

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens granted 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 (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each 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 pursuant to secure the Security 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, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted Borrower or such Guarantor to the Collateral Agent pursuant to extent, and within such time period as is, reasonably required by the Security Documents Administrative Agent. Notwithstanding the foregoing, no pledge agreement in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can equity interests of a Foreign Subsidiary shall be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except required hereunder to the extent possession of portions such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Collateral is required for perfectionHolders of Secured Obligations pursuant to legally valid, upon the filing of the financing statements binding and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionenforceable pledge agreements.

Collateral. The Liens granted to the Collateral Agent (i) All Capital Stock, other than Excluded Property, of each Credit Party and Subsidiary (other than Parent) shall have been pledged pursuant to the Security Documents and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Security Documents, accompanied by customary instruments of transfer and undated stock powers endorsed in blank. (ii) All Capital Stock of the Opcos and the Miscellaneous Other Credit Parties owned by an Individual Guarantor and not pledged as of the Restatement Date shall have been pledged pursuant to an amendment of the Individual Pledge Agreement, in form an substance reasonably satisfactory to the Administrative Agent. (iii) Except as otherwise provided in Section 8.17, the Collateral Agent shall have received the results of a search of the UCC and PPSA filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to the Collateral constitute a legaleach Credit Party, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) together with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing copies of the financing statements and upon other filings (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the recording Collateral Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with the making of the Deeds Loans hereunder. (iv) The Collateral Agent shall have received evidence, in form and substance reasonably satisfactory to the Collateral Agent, that appropriate UCC and PPSA (or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary or, in the reasonable opinion of Trust as described aboveCollateral Agent, all such action as is necessary has been taken desirable, to establish and perfect the Collateral Agent’s rights Liens in and to the Collateral to and certified searches reflecting the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving filing of notice or other similar action (assuming proper recordation of any all such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionfinancing statements.

Collateral. The Company will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens granted to in favor of the Collateral Agent pursuant for the benefit of the Secured Parties to secure the Security Secured Obligations in accordance with the terms and conditions of the Intercreditor Agreement and the Collateral Documents, subject in any case to Liens permitted by Section 10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Company: (i) will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Company or any other Credit Party to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request; and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral constitute a legalAgent. Notwithstanding the foregoing, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents no pledge agreement in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can equity interests of a Foreign Subsidiary shall be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except required hereunder to the extent possession of portions such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Collateral is required for perfectionSecured Parties pursuant to legally valid, upon the filing of the financing statements binding and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionenforceable pledge agreements.

Collateral. (a) The Liens granted power to effect the sale of the Collateral pursuant to Section 6.3 hereof shall continue unimpaired until all the Collateral shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) 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 purchase the property offered for sale, 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 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 the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Collateral Agent pursuant Noteholders after being appropriately stamped to show such partial payment; (ii) the Security Documents with respect to Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on Servicer transferring the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents Indenture Trustee’s interest in the Collateral will be perfected (a) with respect to without recourse, representation or warranty in any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is required for perfection, upon hereby irrevocably appointed the filing agent and attorney-in-fact of the financing statements Issuer to transfer and upon convey the recording Issuer’s interest in any portion of the Deeds Collateral in connection with a sale thereof, and to take all action necessary to effect such 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 Trust as described aboveany conditions precedent or see to the application of any moneys; and (v) The method, all such action as is necessary has been taken to establish manner, time, place and perfect terms of any sale of the Collateral Agent’s rights shall be commercially reasonable. (vi) Except as set forth in Section 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and to purchase the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required Timeshare Loans offered for sale by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionIndenture Trustee in Section 6.16(c)(i) above.

Collateral. The Liens granted New Second Lien Notes Trustee and the Stone Noteholders shall have received: (A) from the Issuers and the Subsidiary Guarantors, a counterpart of the Collateral Agreement; (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the New Second Lien Notes Trustee to be filed, registered or recorded to create the liens intended to be created by any security document and perfect such liens to the Collateral Agent pursuant extent required by, and with the priority required by, such security document shall have been delivered to the Security Documents with respect to New Second Lien Notes Trustee for filing, registration or recording and none of the Collateral constitute a legal, valid and enforceable first priority (collateral shall be subject to Permitted Liensany other pledges, security interests or mortgages, except for liens permitted under the New Second Lien Notes Indenture; (C) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing all Equity Interests of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Co-Issuer and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged all Equity Interests (as defined in of each Restricted Subsidiary directly owned by the Guarantee and Collateral Agreement) and Issuers or any other property that can solely be perfected by possessionSubsidiary Guarantor, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions as of the Collateral is date hereof, and required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the agent under the Credit Agreement pursuant to the terms thereof, shall have been pledged pursuant to the Collateral Agent Agreement and the New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Collateral that requires perfection Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank; and (D) the results of a search of the Liens Uniform Commercial Code filings made with respect to the Issuers and security interests described above the Subsidiary Guarantors in the jurisdictions reasonably requested by possessionthe New Second Lien Notes Trustee or the Stone Noteholders and the copies of the financing statements disclosed by such search.

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) The Secured Parties irrevocably authorize Administrative Agent, at its option and in its discretion: (i) to release any Lien (A) on all Collateral upon Full Satisfaction of all the Obligations and termination of the Commitments, (B) with respect to any Collateral that is sold or otherwise Disposed of to a Person other than an Obligor pursuant to a Disposition permitted by Section 6.4 (other than any Disposition permitted by clause (d) of Section 6.4), (C) on Receivables and Receivables Related Property to the extent required pursuant to any Receivables Intercreditor Agreement, or (D) subject to Section 10.2, as may be approved, authorized, or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any Collateral to the holder of any Lien on such property that can be perfected is permitted by filing, upon the filing clause (f) or (k) of the financing statements referred definition of “Permitted Encumbrances”; and (iii) to enter into each Subordination Agreement, and perform all obligations thereunder, respectively, and to enter into any amendments of such Subordination Agreements which do not materially modify the rights of the Secured Parties thereunder, and agree to be bound by the terms thereof; (iv) to enter into any Receivables Intercreditor Agreement, and perform all obligations thereunder, respectively, and to enter into any amendments of such Receivables Intercreditor Agreement which do not materially modify the rights of the Secured Parties thereunder, and the Secured Parties agree to be bound by the terms thereof; (v) to confirm in Schedule 3.21, writing whether specific items or types of Obligors’ property are or are not included in the Collateral pursuant to the Loan Documents; and (vi) to release any Guarantor from its obligations under any Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. (b) with respect Upon request by Administrative Agent at any time, the Secured Parties will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any property that can be perfected solely by control, upon execution of the Depositary Guarantor from its obligations under any Guaranty Agreement and each Control Agreement by each of the parties thereto, pursuant to this Section 9.10. (c) with respect Administrative Agent, at the sole expense of Obligors, shall execute and deliver to the Security Certificates Obligors all releases or other documents reasonably necessary or desirable to evidence or effect any release of Liens or release of Guaranty Agreement authorized under Section 9.10(a); provided, that (as defined i) Administrative Agent shall not be required to execute any document necessary to evidence such release authorized under clause (i)(B) or (v) of Section 9.10(a) unless a Responsible Officer of Administrative Borrower shall certify in writing to Administrative Agent that the UCCtransaction requiring such release is permitted under the Loan Documents (it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry), (ii) representing Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possessionrelease of such Lien without recourse, upon the Collateral Agent receiving possession thereof representation, or warranty, and (diii) with no such release shall in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions constitute part of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents)Collateral. To the extent Administrative Agent is required to execute any releases or other documents in accordance with this Section 9.10(c), Administrative Agent shall do so promptly upon request of Borrowers without the consent or further agreement of any Secured Party. (d) Administrative Agent shall have no obligation whatsoever to any of the Secured Parties to assure that the Collateral exists or is owned by any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or to continue exercising, any of the Security rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, each it being understood and agreed that in respect of each Loan Party and Holdings has properly delivered the Collateral, or caused to be delivered any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral Agent all Collateral that requires perfection in its capacity as one of the Liens Lenders and security that Administrative Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein. (e) The Secured Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Section 9-610 or 9-620 of the UCC, or (iii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (A) the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Obligations are credit bid shall be entitled to receive interests described above (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (B) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by possessionsuch acquisition vehicle or vehicles and in connection therewith Administrative Agent may reduce the Obligations owed to the Secured Parties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. (f) The Secured Parties acknowledge and agree that, Rabobank or any of its Affiliates may at any time be the Receivables Financier under the Receivables Financing Facility.

Collateral. (a) Each Lender authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a party and to take all action contemplated by such Loan Documents and to enter into the Intercreditor Agreement and to take all action contemplated by the Intercreditor Agreement. Each Lender agrees that no Holder of Secured Obligations, other than the Administrative Agent acting on behalf of all Holders of Secured Obligations, shall have the right individually to seek to realize upon the security granted by any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations, upon the terms of the Loan Documents. (b) In the event that any Collateral is pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.13(c). (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Administrative Agent pursuant to for the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing benefit of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution Holders of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possessionSecured Obligations, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent receiving possession thereof shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (dii) with respect to such release shall not in any manner discharge, affect or impair the fixtures that are subject to a Deed of Trust, Secured Obligations or any Liens upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions (or obligations of the Collateral is required for perfectionBorrower or any other Loan Party) in respect of) all interests retained by the Borrower or any other Loan Party, upon including (without limitation) the filing proceeds of the financing statements and upon the recording sale, all of which shall continue to constitute part of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect Collateral. Notwithstanding the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documentsforegoing, each of each the Lenders hereby acknowledges and agrees that upon the consummation of any Permitted Disposition, the Administrative Agent, for itself and on behalf of the Lenders, shall release from its Guaranty any Loan Party whose stock is sold in such Permitted Disposition, and Holdings has properly delivered or caused to be delivered to shall release such stock from the applicable Pledge Agreement. No release of Collateral Agent all Collateral that requires perfection shall affect the obligations of the Liens and security interests described above by possessionBorrower under Section 2.06(b).

Collateral. The Liens granted Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents with respect to the Collateral constitute a legal, valid Document and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The perfect such Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording and none of the Liens and Collateral shall be subject to any other pledges, security interests described above or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of each Subsidiary of the Borrower directly or indirectly owned by possessionthe Borrower or any Guarantor, in each case as of the 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 the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $993,000 (individually) that is owing to the Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral 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 of its Restricted Subsidiaries 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 of the Restricted Subsidiaries 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. (d) The Collateral provided on the Closing Date shall satisfy the Collateral Coverage Minimum. (e) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. (f) The Guarantee shall be in full force and effect. (g) The Administrative Agent shall have received the results of a recent UCC lien search with respect to each Credit Party, which searches shall reveal no Liens on any of the assets of the Credit Parties, other than those being assigned or released on or prior to the Closing Date or Liens permitted by Section 10.2.

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legalSecured Obligations shall be secured by valid, valid perfected, and enforceable first priority (subject to Permitted Liens) Lien Liens on all right, title, and interest of each Loan Party in the Collateral. The ; provided, however, that: (i) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any on vehicles or other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that goods which are subject to a Deed certificate of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21title law need not be perfected, and (ii) the Collateral need not include (or be perfected if a Lien is granted) those assets of any Loan Party as to which the Administrative Agent in each case its sole discretion determines that the cost of obtaining a security interest in or perfection thereof are subject excessive in relation to no the value of the security to be afforded thereby. Each Loan Party acknowledges and agrees that the Liens except Permitted Liens. Except on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Secured Obligations and shall be valid and perfected first priority Liens (to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected perfection by filing, including any recording, filing, registration, giving recordation, possession or control is required herein or in any other Loan Document) subject to the proviso appearing at the end of notice the preceding sentence and to Liens permitted by Section 8.8, in each case pursuant to one or other similar action (assuming proper recordation of any more Collateral Documents from such documents). To the extent required by the Security DocumentsPersons, each in form and substance reasonably satisfactory to the Administrative Agent. The membership interests of each Loan Party that is a limited liability company is not evidenced by certificates and Holdings such Loan Party has properly delivered not opted-in to Article 8 of the UCC with respect to such membership interests, and such Loan Party acknowledges and agrees that the members of such Loan Party have agreed in the Security Agreement that the operating agreement of such Loan Party shall not be amended or caused modified to authorize, or otherwise permit, certificates to be delivered issued or to the Collateral Agent all Collateral that requires perfection opt-in to Article 8 of the Liens and security interests described above by possessionUCC, without, in each case, the prior written consent of the Administrative Agent.

Collateral. The Liens granted to (i) EXLP and the Collateral Agent Borrower shall, and shall cause each other Obligor to, xxxxx x Xxxx pursuant to the Security Documents with respect Instruments on substantially all of its Property located in the United States now owned or at any time hereafter acquired by it or any other Obligor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory (as each such term is defined in the UCC). (ii) Upon the formation or acquisition of any Significant Domestic Subsidiary or upon any Restricted Subsidiary becoming a Significant Domestic Subsidiary after the Effective Date, EXLP and the Borrower shall promptly: (A) cause such Significant Domestic Subsidiary to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent xxxxx x Xxxx pursuant to the Security Documents Instruments on substantially all of its Property located in the United States now owned or at any time hereafter acquired by it, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; (B) pledge, or cause the appropriate Person to pledge, all of the Equity Interests of such Significant Domestic Subsidiary (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate, duly executed in blank by the registered owner thereof); (C) cause such Significant Domestic Subsidiary to grant a Mortgage on any real property owned by such Significant Domestic Subsidiary; and (D) execute and deliver, or cause such Significant Domestic Subsidiary to execute and deliver, such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. (iii) Upon the formation or acquisition of any Foreign Subsidiary or any Domestic Subsidiary that is not a Significant Domestic Subsidiary after the Effective Date, EXLP and the Borrower shall promptly: (A) pledge, or cause the appropriate Person to pledge, (1) 66% of the capital stock of each first tier Foreign Subsidiary that constitutes a “controlled foreign corporation” (within the meaning of Section 957 of the Code) (and, to the extent certificated, deliver original stock certificates or other certificates evidencing 66% of the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (2) 100% of the capital stock of each Domestic Subsidiary that is not a Significant Domestic Subsidiary (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof); and (B) execute and deliver, or cause such Foreign Subsidiary or Domestic Subsidiary, as applicable, to execute and deliver, such other additional documents and certificates as shall reasonably be requested by the Administrative Agent. provided that the foregoing clauses (i), (ii) and (iii) shall not require the creation or perfection of pledges of, security interests in or Mortgages on, (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 , (C) the Equity Interests owned by any Obligor or a Restricted Subsidiary in a Joint Venture to the extent (but only to the extent) (i) the Organization Documents of such Joint Venture prohibit the granting of a Lien on such Equity Interests or (ii) such Equity Interests in such Joint Venture are otherwise pledged as collateral as permitted by Section 9.02(g), provided however, if any of the foregoing conditions cease to be in effect for any reason, then the Equity Interests in such Joint Venture shall automatically be subject to the lien and security interest pursuant to Section 2.01 of the Collateral Agreement, or (D) any Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or Mortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, provided further that EXLP, the Borrower and any Guarantor will be perfected have ninety (a90) days to perfect Liens on Property acquired in an acquisition. EXLP will also deliver a Federal Emergency Management Agency Standard Flood Hazard Determination with respect to any each parcel of real property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and becomes Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed Mortgage pursuant to this Section 8.07(a) on which a building or a mobile home is located. Notwithstanding anything contained in this Section 8.07(a) to the contrary, if there are no adverse tax consequences to EXLP, to its partners, to any of Trustits Restricted Subsidiaries, upon or to any of its Affiliates, the recording of such Deed of Trust Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the jurisdiction referred to in Schedule 3.21United States, Foreign Subsidiaries will be included as Guarantors, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions all of the Collateral is required for perfection, upon the filing Equity Interest of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can Foreign Subsidiaries will be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionpledged.

Collateral. The Liens granted (a) All outstanding Capital Stock in each Guarantor required to the Collateral Agent be pledged pursuant to the Security Documents shall have been pledged pursuant thereto; (b) the Administrative Agent shall have received the certificates representing the Capital Stock in each Guarantor to the extent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, accompanied by undated stock powers, allonges or other appropriate instruments of transfer endorsed in blank; (c) all Uniform Commercial Code financing statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by such Security Document shall have been delivered to the Administrative Agent, and shall be in proper form, for filing, registration or recording; (d) the Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Collateral constitute a legalCredit Parties in each such Credit Party’s jurisdiction of incorporation, valid formation or organization, as applicable and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted evidence reasonably satisfactory to the Collateral 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”) and signed by an Authorized Officer of the Borrower; provided that in the event any deliverables pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements this Section 6.2 or referred to in Schedule 3.21Section 8.21 or Section 6.2, (b) with respect to any property that can cannot be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect delivered on or prior to the Security Certificates Closing Date after commercially reasonable efforts to do so, they shall instead be required promptly after the Closing Date (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to any event within 45 days after the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including Closing Date plus any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required extensions granted by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused Administrative Agent in its sole discretion) pursuant to arrangements to be delivered to mutually agreed between the Collateral Administrative Agent all Collateral that requires perfection of and the Liens and security interests described above by possessionBorrower.

Collateral. The Liens granted Borrower further agrees and covenants to: A. Promptly deliver possession to Lender, and assign for security purposes to Lender, all chattel paper, instruments, certificated securities and documents necessary for the perfection of Lender's senior security interests in the Collateral, subject to Permitted Liens; provided, however, that until the occurrence of an Event of Default or the occurrence and continuance of a Default, Lender will, upon Borrower's request, return possession of such chattel paper, instruments and documents to Borrower, as Lender's bailee or agent, but only to the Collateral Agent extent reasonably necessary for Borrower to enforce or collect the goods or obligations evidenced by such chattel paper, instruments and documents. B. If Lender requests, (i) promptly execute and deliver to Lender any notice, financing or continuation statement, instrument, document, agreement or other papers (including any assignment of claim form under or pursuant to the Security Documents federal Assignment of Claims Act, 31 USC ss. 3726, or any successor or amended version thereof, or any regulation promulgated under or pursuant to any version thereof), (ii) stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) and add on all chattel paper constituting a portion of the Collateral a notation, in form satisfactory to Lender, of Lender's security interest hereunder and/or (iii) perform any act reasonably requested by Lender that may be necessary or that Lender may deem advisable to create, perfect, preserve, validate or otherwise protect any of Lender's security interests in the Collateral, subject to Permitted Liens, or to enable Lender to exercise and enforce Lender's rights hereunder or with respect to any such security interests. C. Refrain from signing or filing or authorizing the signing or filing of any financing statement(s) under the Uniform Commercial Code of any jurisdiction with respect to the Collateral constitute a legalor any portion thereof in which Borrower is named as debtor, valid and enforceable first priority (subject to except as herein provided or in connection with Permitted Liens) Lien on the Collateral. The Liens granted , and refrain from delivering possession of any of Borrower's assets to the Collateral Agent pursuant to the Security Documents any Person, except as herein provided or in the ordinary course of Borrower's business. D. Provide Lender with ten (10) Business Days' prior written notice of any proposed transfer or change in any of Borrower's sites or facilities from the jurisdictions set forth in Schedule 4.10 hereof, and/or the addition or creation of new sites, facilities or places of business in jurisdictions other than those set forth in Schedule 4.10, in each case, wherein any Collateral is to be located for any period of time whatsoever. In addition, Borrower agrees to provide Lender with ten (10) Business Days' prior written notice if any Collateral is or will be perfected (a) with respect to any property that can be perfected by filing, upon removed from the filing of the financing statements referred to jurisdictions set forth in Schedule 3.214.10 for a period of more than one (1) month. Borrower further agrees (i) to execute and deliver to Lender, prior to (A) any such change in jurisdiction, (bB) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice use or other similar action (assuming proper recordation operation of any such site, facility or place of business by or on behalf of Borrower, or (C) such removal of any such Collateral, all instruments, documents and other agreements (including financing statements and/or amendments thereto or documents or certificates of title) as Lender may require to perfect, or assure the continued perfection of, a first priority lien and/or security interest in all such Collateral (except for Permitted Liens), and (ii) to pay to Lender, upon demand, all reasonable costs and expenses (including Attorneys' Fees and disbursements) incurred by Lender in connection with the preparation, execution and delivery of such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. (a) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to, do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens granted of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Collateral Agent pursuant Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral (except as to Non-Perfected Collateral), including, without limitation, the Equity Interests of the Borrower and each of its direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the Borrower and the Parent; provided however that only 65% of the Equity Interests of any Domestic Subsidiary substantially all of the assets of which consist of stock of one or more Subsidiaries that are not Domestic Subsidiaries shall be required to be pledged as collateral under this Section 6.14. (b) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to (i) grant to the Security Documents Administrative Agent for the benefit of the Secured Parties a Lien on all assets (other than Excluded Collateral, and with respect to the Collateral constitute a legal, valid and enforceable first priority (FCC Licenses subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to terms of the Security Documents in the Collateral will Agreement) of all Loan Parties which shall be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and on all Collateral Agreement) and any other property that can solely be perfected by possession, upon the than Non-Perfected Collateral Agent receiving possession thereof and (dii) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all take such action as is necessary has been taken from time to establish time to cause all such Liens in Collateral to be first and prior Liens (except as to Non-Perfected Collateral, and subject to Liens permitted by Section 7.01). For the avoidance of doubt, all Equity Interests in the Borrower and all Equity Interests owned by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the terms of this Agreement. (c) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Collateral Agent’s rights in Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral to other than Non-Perfected Collateral of the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, Borrower and each of each Loan Party its direct and Holdings has properly delivered or caused to be delivered to indirect Domestic Subsidiaries and the Collateral Agent all Collateral that requires perfection direct and indirect Domestic Subsidiaries of the Borrower and the Parent; provided, however, that no such action shall be required to perfect the Liens and security interests described above by possessionin Non-Perfected Collateral.

Collateral. As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to CGMI a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without CGMI’s approval, upon such terms and conditions as may be prescribed by CGMI. The Liens granted Client agrees to take any action reasonably requested by CGMI to maintain and preserve CGMI’s first priority Lien and security interest in the Collateral Agent Collateral. Client hereby authorizes CGMI to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the Security Documents with respect following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and CGMI has no further obligations under this Agreement. At any time prior to the Collateral constitute a legalClient first requesting an Advance hereunder, valid and enforceable first priority (subject Client shall be entitled to Permitted Liens) Lien withdraw from the Account any interest that has been paid on the CollateralCollateral and remains as cash in the Account. The Liens granted to From the date of the first Advance until the Loan Obligation has been repaid in full and CGMI has no further obligations under this Agreement, all interest paid on the Collateral Agent shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementSection 3) and any other property that can solely be perfected by possessionportion of the Loan Obligation then due, and Client authorizes CGMI to make such applications without any further approval or consent of Client required; provided, that, upon request made to CGMI, Client shall be entitled to withdraw from the Collateral Agent receiving possession thereof and Account on or after the 15th day of each month (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession that a Shortfall would result from such withdrawal) the amount of portions of such interest paid on the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and prior to the Collateral to first day of such month exceeding (x) any accrued but unpaid interest on the extent Loan Obligation (including the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation amount of any such documents). To interest added to principal pursuant to Section 3) plus (y) the extent required by amount of interest on the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to Obligation payable for the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionpreceding month.

Collateral. (i) The Collateral Agent (or its bailee) shall have received the certificates representing securities of the Borrower Representative and of each Credit Party’s Wholly-Owned Restricted Subsidiaries to the extent required to be delivered and pledged under the Security Documents (to the extent certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and (ii) All Uniform Commercial Code financing statements in the jurisdiction of organization of each Credit Party to be filed, registered or recorded to perfect the Liens granted intended to be created by any Security Document to the extent required by, and with the priority required by such Security Document shall have been delivered to the Collateral Agent pursuant for filing, registration or recording; provided, that each of the requirements set forth in clauses (a)(v) and (b) (other than to the Security Documents with respect to the Collateral constitute extent that a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the applicable Collateral Agent pursuant to the Security Documents in the Collateral will may be perfected (ax) with respect to any property that can be perfected by filing, upon the filing of a financing statement under the financing statements referred to in Schedule 3.21Uniform Commercial Code or (y) by the delivery of certificates, (b) with respect to any property that can be perfected solely by controlif any, upon execution representing the Equity Interests of the Depositary Agreement Borrowers and each Control Agreement by each Domestic Subsidiary that is a Material Subsidiary and a Wholly-Owned Restricted Subsidiary of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except Credit Party to the extent possession of portions of the Collateral such certificates perfects a security interest therein) that is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and not satisfied on or prior to the Collateral Closing Date after the Borrowers’ use of commercially reasonable efforts to satisfy such requirement on or prior to the extent Closing Date or that cannot be satisfied on or prior to the Collateral Agent’s Lien can be perfected by filingClosing Date without undue burden or expense, including any recording, filing, registration, giving of notice or other similar action shall not constitute a condition precedent to the initial Borrowing on the Closing Date if the Borrowers agree to satisfy such requirement within 90 days after the Closing Date (assuming proper recordation of any such documents). To the extent required subject to extensions approved by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral First Lien Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its reasonable discretion).

Collateral. (a) The Liens granted Company will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each 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 total combined voting power of the Voting 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 be required to be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the 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 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 Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and 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 this Section 5.4(b). (c) The Company shall be entitled to receive and retain any dividends on the Collateral 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 receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments permitted pursuant to the Security Documents with respect penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the 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 Collateral constitute a legal, valid Administrative Agent and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents retained by it in the Collateral will be perfected (a) with respect 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 Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any property that can be perfected by filingsuch dividend or distribution theretofore paid to the Administrative Agent shall, upon the filing request of the financing statements referred to in Schedule 3.21, Company (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and theretofore applied to the Collateral Secured Obligations), be returned by the Administrative Agent to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionCompany.

Collateral. The Liens granted (a) All Capital Stock of the Borrower and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the 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 that is owing to any Credit Party that is a party to the Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent pursuant 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 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 the Security Documents with respect and perfect such Liens to the Collateral constitute a legalextent required by, valid and enforceable first with the priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to required by, the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingshall have been filed, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice registered or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered recorded or caused to be delivered to the Collateral Agent for filing, registration or recording. (d) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any Collateral that requires (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 interest in which may not be perfected by the filing of a UCC financing statement, if the perfection of the Liens Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing 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 interests described above 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 perfected on or prior to the Closing Date, then Holdings and the Borrower 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 perfect such security interests, on or prior to the date that is 60 days after the Closing Date or such longer period of time as may be agreed to by possessionthe Collateral Agent in its sole discretion.

Collateral. The Liens granted 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: (i) the unconditional guaranty of each of the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, the Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)) and the Parent (provided that the Parent's guaranty shall be non-recourse, except to the extent of the Collateral Agent pursuant required to be provided by the Parent under subparagraph (v) below); (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 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 Security Documents with respect 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 Collateral constitute a legalmaximum extent permitted by law, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect all rights incident or appurtenant to any property that can be perfected by filingsuch FCC License including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, upon the filing of the financing statements referred to in Schedule 3.21, assignment or transfer thereof); (biii) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement first mortgages on all presently owned and each Control Agreement hereafter acquired real estate owned by each of the parties theretoBorrower and the Subsidiaries, (c) subject only to any prior Permitted Liens, together with respect mortgagee's title insurance policies acceptable to the Security Certificates 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 may 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 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 the Borrower Collateral Account (as defined in the UCCParent Term Loan Documents as in effect on the Third Amendment Effective Date), which account shall contain all dividends, distributions, and interest and principal payments paid by 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) representing of the Pledged Equity Interests (as defined Pledge Agreement, and which security interest shall rank prior to the second-priority security interest in such Borrower Collateral Account in favor of the Guarantee agent and Collateral Agreement) lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt; and (viii) a second priority perfected security interest in all other property assets of the Parent (other than those assets in which the Agent is required under this Agreement to have a first priority perfected security interest) that can solely are subject from time to time to any security 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 perfected by possessionjunior to no liens other than the lien in favor of the agent and lenders under the Permitted Parent Term Debt and (II) shall, upon the Collateral Agent receiving possession thereof and (d) with respect to release or termination of the fixtures that are subject to a Deed of Trust, upon the recording lien in favor of such Deed agent and lenders, be terminated and released, except that if the foregoing provision would otherwise cause the release of Trust such security interest to occur during the continuance of a Default, such security interest in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions favor of the Collateral is required Agent for perfection, upon the filing benefit of the financing statements Lenders shall not terminate or be released and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish shall remain continuously perfected and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be become a first priority perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessioninterest.

Collateral. The Liens granted Each of the Loan Parties hereby reaffirms each of the provisions set forth in Section 5.26 of the Existing Credit Agreement. This Agreement and the Other Documents are effective to the Collateral Agent pursuant to the Security Documents create (and, with respect to the Collateral constitute 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 first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents security interest in the Collateral will be perfected (as defined herein and therein), and (a) with respect to any property the extent UCC 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 can such Lien may be perfected by filing, upon the filing of a UCC financing statement) on, and security interest in, all right, title and interest of the financing statements referred to grantors thereunder in Schedule 3.21such Collateral, (b) with respect in each case prior and superior in right to any property that can be perfected solely by controlother Person, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) other than with respect to the Security Certificates Permitted Encumbrances and (as defined b) when UCC financing statements in appropriate form are filed in the UCC) representing appropriate filing offices, this Agreement and the Pledged Equity Interests Other Documents executed and delivered on the Restatement Effective Date shall constitute a fully perfected Lien (as defined in to the Guarantee and Collateral Agreement) and any other property extent that can solely such Lien may be perfected by possessionthe filing of a UCC financing statement) on, upon and security interest in, all right, title and interest of the Collateral Agent receiving possession thereof grantors thereunder in such Collateral, in each case prior and (d) superior in right to any other Person, other than with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionEncumbrances.

Collateral. The Liens granted (a) All outstanding equity interests in whatever form of the Company and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.14(c)) directly owned by or on behalf of any Credit Party shall have been pledged pursuant to a Pledge Agreement and the Collateral Agent shall have received all certificates representing securities pledged under a Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank (except those to be delivered pursuant to Section 9.14(c)). (b) All Indebtedness for borrowed money in excess of $5,000,000 of Holdings, the Security Documents with respect Company and each Subsidiary that is owing to the Collateral constitute any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant 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 Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties theretoMortgage, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possessionapplicable, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trustshall have been filed, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice registered or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered recorded or caused to be delivered to the Collateral Agent all for filing, registration or recording. (d) The Collateral that requires perfection Agent shall have received, in respect of each Mortgaged Property owned by Holdings, the 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 first Lien on the Mortgaged Property described therein, free of any Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request. (e) The Company shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Liens and security interests described above by possessionCompany, together with all attachments contemplated thereby.

Collateral. 4.10.1. The Liens granted to Debentures shall be guaranteed by fiduciary assignment (i) of all receivables, which shall be free from any lien or encumbrance after verification of the Collateral Agent condition precedent pursuant to the Security Documents 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 respect 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 (Receivables) Under Condition Precedent and Other Covenants”, to be executed between Issuer, as Assignor and the Debentureholders represented by the Trustee, as assignees, (“Fiduciary Assignment” or “Guarantee” and “Fiduciary Assignment Agreement”, respectively). The Fiduciary Assignment Agreement shall contemplate that the portion of the assigned credit rights that exceeds the minimum amount, equivalent to fifty percent (50%) of the 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 Collateral constitute a legal, valid limits and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent procedures established in said Fiduciary Assignment Agreement and provided all obligations of this Issue are complied with and no event of early maturity has occurred pursuant to the Security Documents 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 Collateral will be perfected competent Notary Publics, it being understood that proof of such registration shall occur within up to twenty-five (a25) 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 respect the obligation set forth in Section 4.10.2 above, the Trustee is hereby irreversibly and irrevocably authorized and granted all powers to any property promote said registration, in the name of Issuer, as its attorney-in-fact, it being understood that can be perfected by filingIssuer shall reimburse all expenses, upon pursuant to the filing provisions of this Deed and of the financing statements referred 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 same or of a different nature than those offered as guarantee, provided this is previously approved by the Debentureholders in Schedule 3.21a 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 (bxiv) with respect to any property that can be perfected solely by control, upon below. 4.10.7. Upon execution of the Depositary Agreement Guarantee, subject to the requirements for formalization and each Control Agreement by each creation of the parties theretoguarantees set forth in these instruments, (c) with respect the Guarantee shall be irrevocably and irreversibly formalized in favor of the Debentureholders, represented by Trustee, to guarantee the due, timely and full payment of the principal and ancillary obligations of Issuer, pursuant to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed provisions of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionthis Deed.

Collateral. The Liens granted (a) All Capital Stock of the Borrower and all Capital Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral 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 Holdings, the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant 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 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 the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security DocumentsDocuments shall have been filed, each of each Loan Party and Holdings has properly delivered registered or caused to be recorded or delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording. (d) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by an Authorized Officer of the Liens and security interests described above by possessionBorrower, together with all attachments contemplated thereby.

Collateral. The Liens granted (a) All outstanding equity interests in whatever form of the US Borrower and each Restricted Subsidiary owned by or on behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (except that the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding equity interests of any Restricted Foreign Subsidiary) and all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the Security Documents with respect terms of the Financing Escrow Agreement. (b) All outstanding equity interests in whatever form of the UK Borrower shall, except to the extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral constitute a legalEscrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (c) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the German Pledge Agreement shall have been pledged pursuant to the German Pledge Agreement and all certificates representing securities pledged under the German Pledge Agreement, valid accompanied by instruments of transfer and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the Security Documents terms of the Financing Escrow Agreement. (d) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral will Escrow Agent and shall be perfected held in escrow pursuant to the terms of the Financing Escrow Agreement. (ae) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the French Pledge Agreements shall have been pledged pursuant to the French Pledge Agreements and all certificates representing securities pledged under the French Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (f) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Taiwan Pledge Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and all duly endorsed certificates representing securities pledged under the Taiwan Pledge Agreements, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (g) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Italian Share Pledge Agreements shall have been pledged pursuant to the Italian Share Pledge Agreements and all certificates representing securities pledged under the Italian Share Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (h) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Luxembourg Pledge Agreements shall have been pledged pursuant to the Luxembourg Pledge Agreements and all certificates representing securities pledged under the Luxembourg Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (i) All Indebtedness of Holdings, the US Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to any property that can the Collateral Escrow Agent and shall be perfected held in escrow pursuant to the terms of the Financing Escrow Agreement. (j) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and to perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been delivered to the Administrative Agent for filing, upon registration or recording pending the filing of Closing Date. (k) All documents and instruments required by law or reasonably requested by the financing statements referred Administrative Agent to in Schedule 3.21be filed, (b) with respect registered or recorded to any property that can create the Liens intended to be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement created by each of the parties thereto, (c) with respect Foreign Security Documents and to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documentsby, each of each Loan Party and Holdings has properly delivered or caused to be the Foreign Security Documents shall have been delivered to the Collateral Administrative Agent all Collateral that requires perfection for filing, registration or recording pending the Closing Date. (l) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the US Borrower or a US 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 first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 (and subject to the release on the Closing Date of the liens thereon in respect of the Existing Credit Agreement), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request. It is understood and agreed that the pledges described in clauses (a) through (i) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, but that prior to the Closing Date, such pledges (and the Liens and security interests described above by possessioncreated thereby) shall not be effective.

Collateral. (a) The Liens granted Parent will cause the Collateral to constitute at all times 100% of the total number of shares of each class of Capital Stock of each 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 total combined voting power of the Voting 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 be required to be pledged hereunder). (b) So long as no Event of Default shall have occurred and be continuing, the Parent shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the 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 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 Parent or cause to be executed and delivered to the Parent all such proxies, powers of attorney, dividend and 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 this Section 5.4(b). (c) The Parent shall be entitled to receive and retain any dividends on the Collateral 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 receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments by the Parent permitted pursuant to the Security Documents with respect penultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and is continuing. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the 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 Collateral constitute a legal, valid Administrative Agent and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents retained by it in the Collateral will be perfected (a) with respect 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 Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any property that can be perfected by filingsuch dividend or distribution theretofore paid to the Administrative Agent shall, upon the filing request of the financing statements referred to in Schedule 3.21, Parent (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and theretofore applied to the Collateral Secured Obligations), be returned by the Administrative Agent to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionParent.

Collateral. The Liens granted Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents with respect to the Collateral constitute a legal, valid Document and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The perfect such Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording and none of the Liens and Collateral shall be subject to any other pledges, security interests described above or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by possessionthe Borrower or any Subsidiary Guarantor, in each case as of the 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 the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. 715000788 12406500715000788 12406500 (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries 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 of the Restricted Subsidiaries 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. (d) The Guarantee shall be in full force and effect.

Collateral. The Liens granted to (a) All outstanding equity interests in whatever form of the Collateral Agent Borrower and each Restricted Subsidiary owned by or on behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Security Documents with respect Pledge Agreement (except that the Restricted Subsidiaries shall not be required to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing pledge more than 65% of the financing statements referred to in Schedule 3.21, (b) with respect to outstanding equity interests of any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementRestricted Foreign Subsidiary) and any other property that can solely be perfected all certificates representing securities pledged under the Pledge Agreement, accompanied by possessioninstruments of transfer and undated stock powers endorsed in blank, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent. (b) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Agent. (c) All documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent all Collateral that requires perfection to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and to perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (d) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the Borrower or a Guarantor (i) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 (and subject to the consummation of the Refinancing), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and (ii) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Administrative Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the applicable Borrower or Guarantor’s written acknowledgement of receipt of written notification from the Administrative Agent (i) as to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Borrower or Guarantor has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Flood Program. It is understood and agreed that the pledges described in clauses (a) through (d) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, but that prior to the Closing Date, such pledges (and the Liens and security interests described above by possessioncreated thereby) shall not be effective.

Collateral. (a) All outstanding equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge any Equity Interests of any Excluded Pledge 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 Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) 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 Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (ii) the Collateral Trustee shall have received title, Lien and judgment searches and other evidence reasonably satisfactory to the Administrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, except Liens permitted under Section 10.02. (c) The Liens granted Borrower shall deliver to the Collateral Agent pursuant Trustee amendments to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) Deposit Account Control Agreements with respect to any property Deposit Accounts listed on Schedule 13 to the Perfection Certificate that can be perfected by filingare not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), upon in form and substance reasonably satisfactory to the filing of Administrative Agent and the financing statements referred to in Schedule 3.21Collateral Trustee, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement duly executed by each of the parties party thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and ; (d) with respect The Borrower shall deliver to the fixtures that are subject to Administrative Agent and the Collateral Trustee a Deed of Trustcompleted Perfection Certificate, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, executed and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions delivered by a Senior Officer of the Collateral is required for perfectionBorrower, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, together with all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionattachments contemplated thereby.

Collateral. The Liens granted Except for any items referred to on Schedule 9.20: (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents with respect to the Collateral constitute a legal, valid Document and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The perfect such Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording and none of the Liens and Collateral shall be subject to any other pledges, security interests described above or mortgages, except for Liens permitted under Section 9.10. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by possessionthe Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Loan Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) 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 of its Restricted Subsidiaries that is owing to any Loan Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. The Liens granted (a) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral 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. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to Holdings, the Borrower or any Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral 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 of the Borrower on the Closing Date, that is owing to the Borrower or any Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary owned by the Borrower on the Closing Date and shall have been pledged pursuant to the Security Documents in Pledge Agreement, and the Collateral will be perfected (a) Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect to the All UCC personal property security financing statements and Intellectual Property Security Certificates Agreements (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Security Agreement) and any other property that can solely be perfected reasonably requested by possession, upon the Collateral Agent receiving possession thereof to be delivered to create and (d) with respect perfect the Liens intended to be created by the fixtures that are subject to a Deed of Trust, upon Security Documents on the recording of Collateral owned by the Borrower and the Guarantors and perfect such Deed of Trust Liens in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except United States to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be Documents shall have been delivered to the Collateral Agent all Collateral that requires perfection in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or the United States Copyright Office. (d) The Administrative Agent shall have received a completed Perfection Certificate, dated as of the Liens Closing Date and security interests described above signed by possessionan Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby.

Collateral. (a) Except as set forth on Schedule 3.22 of the Purchase Agreement, the Debtors are the sole owner of the Collateral (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any Liens (other than Permitted Liens), security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. There has been no adverse decision that would have a Material Adverse Effect on any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority in which an adverse decision would have a Material Adverse Effect. (b) The Liens Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (c) Except with respect to the contemplated relocations described on Schedule 4.4(c), each Debtor shall at all times maintain its tangible Collateral at the locations set forth under its name on Schedule 4.3(a) and may not relocate such Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral. The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory or assets by such Debtor in its ordinary course of business that do not exceed $50,000 per annum) without the prior written consent of a Majority in Interest. The Debtors shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (d) Except with respect to the Permitted Liens, there is not on file in any U.S. or foreign governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule 1 represent all of the capital stock and other equity interests (including stock options and warrants) owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent, on behalf of the Secured Parties, promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a Material Adverse Effect on the value of the Collateral or on the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time during normal business hours, upon reasonable prior notice, and to make copies of records pertaining to the Collateral Agent pursuant as may be requested by a Secured Party from time to time. (g) All information heretofore, herein or hereafter supplied to the Security Documents Secured Parties by or on behalf of the Debtors with respect to the Collateral constitute a legal, valid is accurate and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents complete in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing all material respects as of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiondate furnished.

Collateral. (i) The Liens granted to due and punctual payment of the Collateral Agent pursuant to principal of, premium, if any, 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 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 with respect to the Collateral constitute a legalDocuments, valid shall be secured by first-priority Liens and enforceable first priority (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 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 Agreements, as applicable; provided that the Collateral shall exclude certain items of property, as provided in the Security Documents (collectively, the “Excluded Collateral”). (ii) Lien on The Issuer and the Collateral. The Liens granted to Subsidiary Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, as applicable. (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 Agreements (including, without limitation, the provisions providing for foreclosure) 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 Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (iv) The Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security 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 the Lien of the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely Trustee and the Holders contemplated by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are this Indenture is subject to a Deed of Trust, upon the recording of such Deed of Trust and qualified and limited in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required respects by the Security Documents, each of each Loan Party Documents and Holdings has properly delivered or caused to the Intercreditor Agreements and actions that may be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiontaken thereunder.

Collateral. The Liens granted To secure full and complete payment and performance of the Obligations, Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described therein and in this Section 5.1 (which, together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the “Collateral”): (a) Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, grant to Collateral Agent Agent, for the benefit of itself and the Lenders, a security interest in all of its accounts, accounts receivable, inventory, equipment, machinery, fixtures, chattel paper, documents, instruments, deposit accounts, investment property, letter of credit rights, intellectual property, general intangibles and all its other personal property, whether now owned or hereafter acquired, and all products and proceeds thereof, pursuant to the Security Documents Agreement, which security interest shall be perfected to the extent required therein and shall be prior to all other Liens other than Permitted Liens. (b) Each Credit Party shall grant to Collateral Agent, for the benefit of itself and the Lenders, a security interest in all its ownership interests of, among other Persons, its Subsidiaries, pursuant to the Security Agreement, which security interest shall be perfected to the extent required therein and shall be prior to all other Liens. (c) In the event Borrower or any other Credit Party acquires any registered intellectual property at any time after the Closing Date, such Person shall (i) promptly notify the Collateral Agent and (ii) execute, or cause to be executed, such documents and instruments as Collateral Agent, in its reasonable discretion, deems necessary to evidence and perfect its Liens on security interests in such assets (including, without limitation, Intellectual Property Security Agreements). (d) Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, execute and cause to be executed such further documents and instruments as Collateral Agent, in its reasonable discretion, deems necessary to evidence and perfect its liens and security interests in the Collateral. Borrower authorizes, directs and permits Collateral Agent to file Uniform Commercial Code financing statements with respect to the Collateral constitute a legalas are required under any relevant Uniform Commercial Code, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to including financing statements that indicate the Collateral Agent pursuant to the Security Documents as “all assets” of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon falls within the filing scope of Article 9 of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution Uniform Commercial Code of the Depositary Agreement and each Control Agreement by each jurisdiction wherein such financing statement or amendment is filed or as being of the parties thereto, (c) an equal or lesser scope or with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiongreater detail.

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect As a condition for receiving ISOC-IL’s accreditation approval, the Registrar shall deposit an autonomous bank guarantee, linked to any property that can be perfected by filing, upon the filing representative rate of the financing statements dollar (US), in the wording specified in appendix “L”: bank guarantee (hereinafter referred to as “the guarantee”). The guarantee will be in Schedule 3.21the amount of 20,000 NIS or 40,000 NIS, as ISOC-IL, in its discretion, determines, according to the information that the Registrar presented in its offer. (b) with respect The guarantee shall be valid for at least one year and the Registrar shall be liable to any property that can be perfected solely by control, upon execution 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 Depositary Agreement guarantee is not extended and each Control Agreement by each ISOC-IL is not furnished with an extended bank guarantee at least seven days prior to the date of the parties theretoguarantee’s expiry, ISOC-IL may realize the guarantee and retain the amount thereof until an alternative guarantee is furnished as provided herein. (c) with respect If the Registrar does not pay any financial debt to ISOC-IL, ISOC-IL may, on 10 days’ written warning, obtain payment of all or part of the Security Certificates (as defined in debt from the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and guarantee. (d) with respect If ISOC-IL directly or indirectly incurs any extra expenses in consequence of acts or omissions of the 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 fixtures that are subject 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 Deed new guarantee to be issued in accordance with the terms and conditions hereof, instead of Trustthe guarantee from which payment was obtained, upon as a condition for its continued activity as accredited registrar pursuant hereto. (f) Upon the recording of such Deed of Trust in agreement’s termination, ISOC-IL shall return the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except guarantee to the extent possession of portions Registrar, less any unpaid debt of the Collateral is required for perfection, upon Registrar and less the filing costs of transferring the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken holders to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionregistrars.

Collateral. The (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the 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 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 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 granted intended to be created by any Security Document to be executed on the 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 Agent pursuant to the Security Documents with respect to in proper form for filing, registration or recording and none of the Collateral constitute a legal, valid and enforceable first priority (shall be subject to Permitted Liensany other pledges, security interests or mortgages, except for Xxxxx permitted hereunder. (d) Lien on Holdings and the Collateral. The Liens granted Borrower shall deliver to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected a completed Perfection Certificate, executed and delivered by filing, upon the filing an Authorized Officer of the financing statements referred to in Schedule 3.21Borrower, together with all attachments contemplated thereby. (be) with respect to any property that can be perfected solely by control, upon execution The Administrative Agent shall have received (i) searches of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust Uniform Commercial Code filings or analogous public filings in the jurisdiction referred to in Schedule 3.21of incorporation or formation, as applicable, of each Credit Party and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the jurisdiction where any Collateral is required for perfection, upon the located or where a filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken would need to establish and be made in order to perfect the Collateral Agent’s rights 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 the Collateral to the extent perfect the Collateral Agent’s Lien can be perfected by filingsecurity interest in the intellectual property. Notwithstanding anything to the contrary herein, including with respect to any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To security documents relating to real property to the extent required by constituting Collateral, the Security Documents, each of each Loan Party and Holdings has properly delivered Borrower agrees to deliver or caused 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 after the Closing Date or such longer period of time as may be agreed to by the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its sole discretion.

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to Except for the security interest created by the Collateral Documents, each Credit Party owns the Collateral owned by such Secured Party free and clear of any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, Lien other than Permitted Liens. (b) with respect to any property that can be perfected solely by control, upon The execution and delivery of the Depositary Agreement Collateral Documents by Credit Parties, together with (i) the actions taken on or prior to the date hereof pursuant to SECTION 3 and each Control Agreement by each SECTION 5 and (ii) the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the parties theretoapplicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Lenders, (c) with respect to as security for the Security Certificates respective Secured Obligations (as defined in the UCC) representing applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of the Pledged Equity Interests Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any UCC financing statements and other filings contemplated to be made on the Closing Date which have been delivered to Administrative Agent for filing (as defined in the Guarantee and Collateral Agreementbut not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent. (c) No authorization, approval or other action by, and no notice to or filing with, any other property that can solely governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of the Liens purported to be perfected by possession, upon created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent receiving possession thereof and of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by 72 (d) Except such as may have been filed in favor of Administrative Agent as contemplated by this SECTION 4.13 or have been filed in connection with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions , (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is required for perfection, upon the on file in any filing or recording office and (ii) no effective filing covering all or any part of the financing statements Collateral which is Intellectual Property is on file in the United States Patent and upon Trademark Office or the recording United States Copyright Office or any similar foreign or state office. (e) All information supplied to Administrative Agent by or on behalf of any Credit Party with respect to any of the Deeds of Trust Collateral (in each case taken as described above, a whole with respect to any particular Collateral) is accurate and complete in all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionmaterial respects.

Collateral. (a) All outstanding Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the 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 Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security 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 143 recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Xxxxx permitted hereunder. (d) The Liens granted Borrower shall deliver to the Collateral Agent pursuant a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the Security Documents with respect to the Collateral constitute a legalcontrary herein, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any security documents relating to real property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of constituting Collateral, the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken Borrower agrees to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice deliver or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused 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 Collateral date that is 120 days after the Closing Date or such longer period of time as may be agreed to by the Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its reasonable discretion.

Collateral. The Liens granted (a) All outstanding equity interests in whatever form of each Restricted Subsidiary (directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding Voting Stock of any Foreign Subsidiary) and the Collateral Agent pursuant shall have received all certificates representing securities pledged under the Pledge Agreement to the Security Documents with respect to the Collateral constitute a legalextent certificated, valid accompanied by instruments of transfer and enforceable first priority undated stock powers endorsed in blank. (subject to Permitted Liensb) Lien on the Collateral. The Liens granted to All documents and instruments, including UCC or other applicable personal property and fixture security financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Document and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of per- fect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements such Security Document and upon the recording of the Deeds of Trust each Mortgage, as described aboveapplicable, all such action as is necessary has shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filingfiled, including any recording, filing, registration, giving of notice registered or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered recorded or caused to be delivered to the Collateral Agent for filing, registration or recording. (c) The Collateral Agent shall have received, in respect of each Mortgaged Property: (i) a valid, issued and binding 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 Liens except as expressly permitted by Section 10.2 or the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and (ii) evidence reasonably acceptable to the Collateral Agent of payment of all Collateral that requires perfection title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Liens Mortgages and security interests described above issuance of the title insurance policies referred to above, in each case except to the extent delivered pursuant to Section 9.14(c). (d) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by possessionan Authorized Officer of the Borrower, together with all attachments contemplated.

Collateral. As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to SB a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without SB’s approval, upon such terms and conditions as may be prescribed by SB. The Liens granted Client agrees to take any action reasonably requested by SB to maintain and preserve SB’s first priority Lien and security interest in the Collateral Agent Collateral. Client hereby authorizes SB to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the Security Documents with respect following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and SB has no further obligations under this Agreement. At any time prior to the Collateral constitute a legalClient first requesting an Advance hereunder, valid and enforceable first priority (subject Client shall be entitled to Permitted Liens) Lien withdraw from the Account any interest that has been paid on the CollateralCollateral and remains as cash in the Account. The Liens granted to From the date of the first Advance until the Loan Obligation has been repaid in full and SB has no further obligations under this Agreement, all interest paid on the Collateral Agent shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementSection 3) and any other property that can solely be perfected by possessionportion of the Loan Obligation then due, and Client authorizes SB to make such applications without any further approval or consent of Client required; provided, that, upon request made to SB, Client shall be entitled to withdraw from the Collateral Agent receiving possession thereof and Account on or after the 15th day of each month (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession that a Shortfall would result from such withdrawal) the amount of portions of such interest paid on the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and prior to the Collateral to first day of such month exceeding (x) any accrued but unpaid interest on the extent Loan Obligation (including the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation amount of any such documents). To interest added to principal pursuant to Section 3) plus (y) the extent required by amount of interest on the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to Obligation payable for the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionpreceding month.

Collateral. The Liens (a) 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 Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), ---------- ------------------ regarding the grant of a security interest in assets owned by 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 other agreements described in the foregoing agreements (collectively, "Borrower -------- Documents"), and (iii) Debtor is issuing the Notes and in the future may issue --- additional Notes to the Lenders. (b) For purposes solely of perfection of the security interests granted to the Collateral Agent pursuant to Agent, as agent on behalf of the Security Documents with respect to Lenders, and on its own behalf under the Collateral constitute a legalBorrower Documents, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Security Borrower Documents in the Collateral will or any other instrument or document shall be perfected (a) with respect deemed to incorporate any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary term or provision thereof into this Agreement and each Control Agreement by each of the parties thereto, unless expressly so provided. (c) The Collateral Agent is to distribute in accordance with respect the Borrower Documents any proceeds received from the Collateral which are distributable to the Security Certificates (Lenders in proportion to their respective interests in the Obligations as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Borrower Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. The Liens granted Collateral Agent shall have received: (i) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent pursuant to the Security Documents Agent; (ii) with respect to each Mortgage Amendment, a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral constitute Agent that the Mortgage, as amended by the Mortgage Amendment, is a legal, valid and enforceable first priority (subject to Permitted Liens) Lien lien on such Mortgaged Property in favor of the Collateral. The Liens granted Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement or by the Collateral Agent, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected Agent; (aiii) with respect to any property that can each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be perfected by filing, upon the filing of the financing statements referred addressed to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement each Agent and each Control Agreement by each of the parties theretoLenders and be dated the Amendment Effective Date, (cy) with respect shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the Security Certificates (transactions contemplated herein as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof Agents may reasonably request and (dz) with respect shall be in form and substance reasonably satisfactory to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionAgents.

Collateral. The Liens granted Except for the assets subject to the Collateral Agent pursuant to Fairway Release, the Security Documents with respect to Amended Credit Agreement shall be secured by a perfected first priority security interest in the assets currently securing the Existing Credit Agreement, including, (a) substantially all personal property of the Borrower and the Guarantors, (b) certain material real estate interests of the Borrower and the Guarantors, (c) the equity interests in the Borrower and MCC, and (d) the FMO Pledge, provided, however, that the FMO Pledge shall only secure the obligations under the Tranche A Term Loans (collectively, the “Collateral”). No other liens shall exist on the Collateral constitute a legalother than (i) customary permitted liens as currently permitted under the Existing Credit Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (aii) with respect to any property that can be perfected by filing, upon the filing a portion of the financing statements referred Collateral owned by the Borrower and its Subsidiaries that are Guarantors, a second priority security interest that may be granted to secure (i) $100,000,000 principal amount of New Notes proposed to be issued in Schedule 3.21exchange for the Existing Notes and (ii) on and after the issuance of the New Notes, the Tranche B Term Loans (which loans shall cease at such time to be secured by the Collateral that secures the outstanding obligations under the Amended Credit Agreement). Upon the occurrence of an Event of Default (as defined below), New Agent may foreclose on the Collateral, except that New Agent shall not foreclose on the Collateral of MCC and its subsidiary Guarantors until the earliest to occur of (a) the Borrower failing to make any interest payment required under the Amended Credit Agreement, (b) with respect to from and after the date that is seven (7) months after the Closing Date (as defined below), any property that can Event of Default shall occur and/or be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties theretocontinuing, (c) with respect MCC or any of its subsidiaries shall commence a voluntary case under the Bankruptcy Code or file a petition seeking to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and take advantage of any other property that can solely be perfected by possessionlaw relating to bankruptcy, upon the Collateral Agent receiving possession thereof insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts, and (d) a proceeding shall be commenced against MCC or any of its subsidiaries with respect or without such entity’s consent, in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding shall continue undismissed for a period of 60 or more days. Any event described in clauses (a) through (d) shall be referred to as an “MCC Foreclosure Event.” FMO Pledge: Outdoor Holding shall pledge its entire equity interest in FMO (representing a 32% interest) to New Agent for the fixtures that are subject to a Deed exclusive benefit of Trust, the New Agent and the Tranche A Term Loan Lenders. Without limiting the other remedies available upon the recording occurrence of such Deed an event of Trust in default or an MCC Foreclosure Event, New Agent may foreclose on the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except FMO Pledge upon the occurrence of an MCC Foreclosure Event.. The debt shall be discharged to the extent possession of portions of the Collateral is required for perfection, upon fair market value realized by the filing Tranche A Term Loan Lenders in respect of the financing statements and upon assets securing the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionFMO Pledge.

Collateral. (a) Each Lender authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a party and to take all action contemplated by such Loan Documents. Each Lender agrees that no Lender, other than the Administrative Agent acting on behalf of all Lenders, shall have the right individually to seek to realize upon the security granted by any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders, upon the terms of the Loan Documents. (b) In the event that any Collateral is pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Lenders. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 9.08(c). (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Administrative Agent pursuant to for the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing benefit of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possessionLenders, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent receiving possession thereof shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (dii) with respect to such release shall not in any manner discharge, affect or impair the fixtures that are subject to a Deed of Trust, Obligations or any Liens upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions (or obligations of the Collateral is required for perfectionBorrower or any Guarantor) in respect of) all interests retained by the Borrower or any Guarantor, upon including (without limitation) the filing proceeds of the financing statements and upon the recording sale, all of which shall continue to constitute part of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionCollateral.

Collateral. The Liens granted to Borrower acknowledges and agrees that the Obligations shall at all times be secured by (a) a valid, perfected and enforceable Lien on Cash Collateral Agent pursuant to of the Borrower in an amount not less than Fifteen Million Dollars ($15,000,000) and (b) a valid, perfected and enforceable Lien on all other assets and properties of the Borrower and Guarantors described in the Security Documents Agreement which shall at all times have a collateral loan value (as determined by the Bank in accordance with respect to the its customary standards for commercial loans and after deducting outstanding obligations secured by a first priority lien in favor of GECC therein) of not less than Five Million Dollars ($5,000,000). The Borrower further acknowledges and agrees that such Lien on Cash Collateral constitute shall be a legal, valid and enforceable perfected first priority Lien and shall in the case of all other Collateral be a valid and perfected Lien (subject to Permitted Liens) Lien on the Collateral. The Allowed Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCCSecurity Agreement) representing the Pledged Equity Interests (as defined set forth in the Guarantee and Collateral Intercreditor Agreement) and any other property that can solely be perfected by possession. The Bank agrees, upon so long as no Event of Default, or event which with the Collateral Agent receiving possession thereof and (d) with respect to lapse of time, the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation both, would constitute an Event of any such documents). To the extent required Default, shall have occurred and be continuing, upon request to do so by the Security DocumentsBorrower, each of each Loan Party the Bank shall release its Lien on, and Holdings has properly delivered or caused to be delivered disburse to the Borrower all sums on deposit in the Cash Collateral Agent Account in excess of $15,000,000 or such greater amount as shall have been deposited by the Borrower therein pursuant to Section 9.1(n) hereof. The Bank further agrees that in the event Borrower either reduces the Revolving Loan Commitment or increases and maintains the amount of Eligible Cash Collateral to an amount equal to the existing Revolving Loan Commitment (as set out in Section 9.1(n) hereof) then the Bank shall terminate its Lien on all Collateral that requires perfection of other than the Liens Cash Collateral Account and security interests described above by possessionall monies on deposit therein.

Collateral. The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property (other than real property) to be subject at all times to first priority, perfected Liens granted in favor of the Collateral Agent for the benefit of the creditors of the Borrower that are party to the Intercreditor Agreement, including, without limitation, the Holders of Secured Obligations, to secure the Secured Obligations and the other Indebtedness subject to the Intercreditor Agreement in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.15 hereof; provided, however, that the Borrower and the other Credit Parties shall not be required to comply with the terms of the Federal Assignment of Claims Act in connection with their pledge of any Collateral to the Collateral Agent. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding equity interests of each 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 Collateral Agent in accordance with the terms and conditions of this Agreement and the Collateral Documents or such other security documents as the Collateral Agent shall reasonably request, in each case to the extent, and within such time period as is, reasonably required by the Collateral Agent, subject in any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (i) no Credit Party shall be required to pledge (A) the equity interests of Roto-Rooter of Canada, Ltd. or VNF, (B) more than 40% of the equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of 76 Complete Plumbing Services Inc., or (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; provided, however, that, except to the extent necessary to satisfy any licensing requirement under applicable law with respect to the Borrower's or any Subsidiary's business, the Borrower will not permit, nor will it permit any other Credit Party to, grant a security interest in, pledge or deliver to any non-Credit Party those equity interests that are not pledged or delivered to the Collateral Agent pursuant to the Security Documents with this Section 6.26; and (ii) no pledge agreement in respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can equity interests of a Foreign Subsidiary shall be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except required hereunder to the extent possession of portions such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Collateral is required for perfection, upon the filing creditors of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and Borrower that are party to the Collateral Intercreditor Agreement pursuant to the extent the Collateral Agent’s Lien can be perfected by filinglegally valid, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party binding and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionenforceable pledge agreements.

Collateral. (i) The Liens granted due and punctual payment of (A) the principal of, the Applicable Prepayment Premium on, 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, interest on the overdue principal of and interest (to the Collateral Agent pursuant extent permitted by Law), if any, on the Notes and (B) other Second Lien Obligations, when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, interest on the principal of such other Second Lien Obligations and interest (to the Security Documents with respect to extent permitted by Law), if any, on such principal and (ii) performance of all other obligations under this Indenture, including the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guaranties and the Second Lien Collateral constitute Documents, shall be secured by a legalLien on the Collateral, valid and enforceable first priority (subject to Permitted Liens) , as provided in the Second Lien on Collateral Documents to which the Collateral. The Liens granted Issuer and the Guarantors, as the case may be, shall be or shall have become parties to concurrently with the execution of this Indenture and will be secured by all of the Collateral Agent pledged pursuant to the Security Second Lien Collateral Documents in hereafter delivered as required or permitted by the Second Lien Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, Documents. (b) with respect Each Holder, by its acceptance of any Notes and the Guaranties, consents and agrees to any property that can be perfected solely by control, upon execution the terms of the Depositary Agreement Second Lien Collateral Documents (including the provisions providing for foreclosure and each Control Agreement by each release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the parties thereto, Holders) and the Intercreditor Agreement 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 Secured Notes Collateral Agent to perform its obligations and exercise its rights under the Second Lien Collateral Documents and the Intercreditor Agreement in accordance therewith. (c) with respect to The Trustee and each Holder, by accepting the Security Certificates (Notes and the Guaranties, acknowledge that, as defined more fully set forth in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Second Lien Collateral Agreement) and any other property that can solely be perfected by possessionDocuments, upon the Collateral Agent receiving possession thereof as now or hereafter constituted shall be held for the benefit of all the Holders and (d) with the Trustee, and that the Lien of the Second Lien Collateral Documents in respect to of the fixtures that are Trustee and the Holders is subject to a Deed of Trust, upon the recording of such Deed of Trust and qualified and limited in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required respects by the Security Documents, each of each Loan Party Second Lien Collateral Documents and Holdings has properly delivered or caused to actions that may be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiontaken thereunder.

Collateral. (a) The Liens Intercreditor and Security Agreement creates a valid and continuing security interest in the Collateral (as defined in the applicable UCC) now existing and described therein, securing the payment of the Obligations. All action necessary to perfect such security interest has been taken and such security interest has priority over any other Lien on such Collateral, except for Permitted Liens. (b) [RESERVED] (c) The Lessor Mortgage creates a valid Lien on the Company's interest in the "Land" (as defined therein) and all rent and other amounts payable under the Lease and the Agreement for Lease, in each case securing the payment of the Obligations, the filing of all appropriate Lessor Financing Statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral have been completed, and such Lien has priority over any other Lien on such Collateral, except for Permitted Liens. (d) Other than the security interest granted to the Collateral Agent pursuant to the Existing Credit Agreement, this Agreement and the Security Documents with respect to Documents, the Collateral constitute Company has not pledged, assigned, sold, granted a legalsecurity interest in, valid and enforceable first priority (subject to Permitted Liens) Lien on or otherwise conveyed any of the Collateral. The Liens Company has not authorized the filing of and is not aware of any financing statements against the Company that include a description of the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent pursuant to the Security Documents in the hereunder or that has been terminated. (e) The Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing Assignment of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution Lessee Mortgage creates a valid Lien on the Lessee Mortgage described therein securing the payment of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described aboveObligations, all action necessary to perfect such action as is necessary Lien has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s such Lien can be perfected by filingwill have priority over any other Lien on such Lessee Mortgage, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionexcept for Permitted Liens.

Collateral. The (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. 172 AMERICAS 122173769123894352 (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 granted 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 Xxxxx permitted hereunder. (d) Holdings and the Borrower shall deliver to the Collateral Agent pursuant 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 Security Documents with respect to the Collateral constitute a legalcontrary herein, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any security documents relating to real property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfectionconstituting Collateral, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of that any such documents). To security interest is not so granted and/or perfected on or prior to the extent required by Conversion Date, then Holdings and the Security Documents, Borrower each of each Loan Party and Holdings has properly delivered agrees to deliver or caused 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 all Collateral that requires perfection of the Liens and security interests described above by possessionin its sole discretion.

Collateral. The Liens granted (a) All outstanding Equity Interests in whatever form of the Borrower and each Restricted Subsidiary owned by or on behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Pledge Agreement (except that the Borrower and its Restricted Domestic Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Collateral Agent shall have received, to the extent certificated, all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness for borrowed money in excess of $5.0 million of the Borrower and each Subsidiary that is owing to any Credit Party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) shall have received all such promissory notes, together with instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect All documents and instruments, including UCC or other applicable personal property security financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Certificates (as defined in Agreement or the UCC) representing the Pledged Equity Interests (as defined in the Guarantee Pledge Agreement and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security DocumentsAgreement or the Pledge Agreement shall have been filed, each of each Loan Party and Holdings has properly delivered registered or caused to be recorded or delivered to the Collateral Agent all for filing, registration or recording. (d) The Collateral that requires perfection Agent shall have received, in respect of each Mortgaged Property owned by the Borrower 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 first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and security interests described above by possessionreinsurance as the Administrative Agent may reasonably request.

Collateral. (i) The Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s Wholly-Owned Restricted Subsidiaries to the extent required to be delivered and pledged under the Security Documents (to the extent certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and (ii) All Uniform Commercial Code financing statements in the jurisdiction of organization of each Credit Party to be filed, registered or recorded to perfect the Liens granted intended to be created by any Security Document to the extent required by, and with the priority required by such Security Document shall have been delivered to the Collateral Agent pursuant for filing, registration or recording; 190 LEGAL_US_E # 167910103.1167910103.8 provided, that each of the requirements set forth in this clause (b) (other than to the Security Documents with respect to the Collateral constitute extent that a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the applicable Collateral Agent pursuant to the Security Documents in the Collateral will may be perfected (ax) with respect to any property that can be perfected by filing, upon the filing of a financing statement under the financing statements referred to in Schedule 3.21Uniform Commercial Code or (y) by the delivery of certificates, (b) with respect to any property that can be perfected solely by controlif any, upon execution representing the Equity Interests of the Depositary Agreement Borrower and each Control Agreement by each Domestic Subsidiary that is a Material Subsidiary and a Wholly-Owned Restricted Subsidiary of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except Credit Party to the extent possession of portions of the Collateral such certificates perfects a security interest therein) that is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and not satisfied on or prior to the Collateral Closing Date after the Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to the extent Closing Date or that cannot be satisfied on or prior to the Collateral Agent’s Lien can be perfected by filingClosing Date without undue burden or expense, including any recording, filing, registration, giving of notice or other similar action shall not constitute a condition precedent to the initial Borrowing on the Closing Date if the Borrower agrees to satisfy such requirement within 90 days after the Closing Date (assuming proper recordation of any such documents). To the extent required subject to extensions approved by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionin its reasonable discretion).

Collateral. The Liens granted Each Obligor shall: (a) at all reasonable times allow the holders of the Notes by or through any of such holders’ officers, agents, employees, attorneys or accountants to (i) examine, inspect and make extracts from such Obligor’s books and other records, including, without limitation, the tax returns of such Obligor, (ii) arrange for verification of such Obligor’s Accounts, under reasonable procedures, directly with Account Debtors or by other methods, and (iii) examine and inspect such Obligor’s Inventory and Equipment, wherever located; (b) promptly furnish to any holder of a Note upon request (i) additional statements and information with respect to the Collateral Agent pursuant Collateral, and all writings and information relating to or evidencing any of such Obligor’s Accounts (including, without limitation, computer printouts or typewritten reports listing the Security Documents mailing addresses of all present Account Debtors), and (ii) any other writings and information as any holder of a Note may request; (c) promptly notify the holders of the Notes in writing upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any business that is located in a foreign country; (d) promptly notify the holders of the Notes in writing upon the creation by any Obligor of a Deposit Account not listed on Schedule 5.25 hereto and provide for the execution of a Control Agreement with respect thereto, if required by Required Holders; (e) promptly notify the holders of the Notes in writing whenever a material amount of the Equipment or Inventory of an Obligor is located at a location of a third party that is not listed on Schedule 5.22 hereto and cause to be executed any bailee’s waiver, processor’s waiver, consignee’s waiver or similar document or notice that may be required by the Required Holders; (f) promptly notify the holders of the Notes in writing of any information that Obligors have or may receive with respect to the Collateral constitute that might reasonably be determined to materially and adversely affect the value thereof or the rights of the holders of the Notes with respect thereto; (g) maintain such Obligor’s Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved; (h) deliver to Collateral Agent, to hold as security for the Obligations, within ten Business Days after the written request of the Required Holders, all certificated Investment Property owned by an Obligor, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Required Holders and the Collateral Agent, or in the event such Investment Property is in the possession of a legalsecurities intermediary or credited to a securities account, valid execute with the related securities intermediary an investment property control agreement over such securities account in favor of Collateral Agent in form and enforceable substance satisfactory the Required Holders and the Collateral Agent; (i) no later than the first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted day of each calendar quarter, provide to the Collateral Agent pursuant and, upon their request, the holders of the Notes a list of any patents, trademarks or copyrights that have been federally registered by the Company or a Domestic Subsidiary since the last list so delivered, and provide for the execution of an appropriate Intellectual Property Security Agreement; (j) promptly notify the holders of the Notes and the Collateral Agent of any commercial tort claim acquired by any Obligor and deliver a description of the nature of such claim; and (k) upon request of the Required Holders, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Required Holders may from time to time deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the Security Documents holders of the Notes their respective rights hereunder and in or to the Collateral will be perfected (a) Collateral. If certificates of title or applications for title are issued or outstanding with respect to any property that can be perfected by filingof the Inventory or Equipment of any Obligor, such Obligor shall, upon the filing request of the financing statements referred to in Schedule 3.21Required Holders, (bi) with respect execute and deliver to the holders of the Notes a short form security agreement, in form and substance satisfactory to the Required Holders, and (ii) deliver such certificate or application to Collateral Agent and cause the interest of Collateral Agent, for the benefit of the Bank Lenders and the holders of the Notes, to be properly noted thereon. Each Obligor hereby authorizes the holders of the Notes or their respective designated agent (but without obligation by the holders of the Notes to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any property that can be perfected solely by controlDefault or Event of Default), upon execution and Obligors shall promptly repay, reimburse, and indemnify the holders of the Depositary Agreement Notes for any and each Control Agreement by each all Related Expenses. If any Obligor fails to keep and maintain its Equipment in good operating condition, ordinary wear and tear excepted, the holders of the parties thereto, Notes may (cbut shall not be required to) with respect so maintain or repair all or any part of such Obligor’s Equipment and the cost thereof shall be a Related Expense. All Related Expenses incurred by the holders of the Notes are payable to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions holders of the Collateral is required for perfection, Notes upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiondemand therefore.

Collateral. The Liens granted Except for any items referred to on Schedule 9.14: (a) All outstanding equity interests in whatever form of the Collateral Agent Borrower and each Restricted Subsidiary that is directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Security Documents with respect shall have been pledged pursuant thereto; (b) The Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s Wholly Owned Restricted Subsidiaries to the Collateral constitute a legalextent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, valid accompanied by instruments of transfer and enforceable first priority undated stock powers endorsed in blank; and (subject to Permitted Liensc) Lien on the Collateral. The Liens granted to All Uniform Commercial Code financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Document and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection for filing, registration or recording. (d) The Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of the Liens Borrower, together with all attachments contemplated thereby and security interests described above certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by possessionthe Security Documents (other than Permitted Liens).

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents (a) Except with respect to the Collateral constitute Call Transaction, all outstanding equity interests in whatever form of each Subsidiary of the Borrower owned by or on behalf of any Person intended to become a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on Credit Party as of the Collateral. The Liens granted to the Collateral Agent Subsequent Transaction Closing Date shall have been pledged pursuant to the Security Documents in Pledge Agreement (except that the Credit Parties shall not be required to pledge more than 65% of the outstanding voting equity interests of any first tier Foreign Subsidiary) and the Collateral will be perfected (a) with respect to any property that can be perfected Trustee shall have received all certificates representing such securities pledged under the Pledge Agreement, accompanied by filing, upon the filing instruments of the financing statements referred to transfer and undated stock powers endorsed in Schedule 3.21, blank. (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) Except with respect to the Security Certificates (Call Transaction, all Indebtedness of the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Pledge Agreement as defined of the Subsequent Transaction Closing Date 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 UCC) representing the Pledged Equity Interests (as defined in the Guarantee Pledge Agreement, and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and Trustee shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (dc) Except with respect to the fixtures that are subject Call Transaction, all documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Administrative Agent or the Collateral Trustee to a Deed of Trustbe filed, upon registered or recorded to create the recording of Liens intended to be created by the Security Documents and perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security DocumentsDocuments shall have been filed, each of each Loan Party and Holdings has properly delivered registered or caused to be recorded or delivered to the Collateral Trustee for filing, registration or recording. (d) Except with respect to the Call Transaction, the Collateral Trustee shall have received, in respect of each Mortgaged Property listed on Schedule 7.3(d) under the caption “Subsequent Transaction Closing Date”: (i) a policy or policies of title insurance using the forms required by the Texas Department of Insurance and issued by a nationally recognized title insurance company insuring the Lien of each Deed of Trust listed on Schedule 7.3(d) under the caption “Subsequent Transaction Closing Date” as a valid Lien (with the priority described therein) on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 12.2, together with such endorsements and reinsurance as the Administrative Agent all or the Collateral that requires perfection Trustee may reasonably request; and (ii) a survey (A) prepared by a surveyor acceptable to the Administrative Agent, (B) dated not earlier than three months prior to the Subsequent Transaction Closing Date, (C) certified to the Administrative Agent, the Collateral Trustee and the title insurance company issuing the title insurance policy for such Mortgaged Property pursuant to clause (i), which certification shall be reasonably acceptable to the Administrative Agent and the Collateral Trustee and (D) complying with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA, ACSM and NSPS in 1999 (except for such deviations as are acceptable to the Administrative Agent), and if applicable, based on ortho-rectified aerial photographs conforming to National Map Accuracy Standards, and identifying by specific notation significant changes since the date of the Liens and security interests described above by possessionacquisition of such aerial photographs.

Collateral. The Liens granted to (a) All outstanding Stock of the Collateral Agent Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Documents with respect Agreement (except that such Credit Parties shall not be required to the Collateral constitute a legal, valid pledge any Excluded Stock and enforceable first priority (subject to Permitted LiensStock Equivalents) Lien on the Collateral. The Liens granted to and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the 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 Security Documents in Agreement, and the Collateral will be perfected (a) Agent shall have received all such promissory notes, together with instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee All documents and Collateral Agreement) and any instruments, including Uniform Commercial Code or other applicable personal property that can solely be perfected financing statements, reasonably requested by possession, upon the Collateral Agent receiving possession thereof to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral 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 Xxxxx permitted hereunder. (d) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest (other than to the extent that 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 requires 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 shall not constitute a condition precedent to the Liens availability of the 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 later date as may be reasonably agreed by the Borrower and security interests described above the Administrative Agent (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 possessionthe Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. The Liens granted (a) All outstanding Stock and Stock Equivalents of EFIH Finance and Oncor shall have been pledged to the Collateral Agent Agent, for the benefit of the Secured Parties, pursuant to the Security Documents with respect Final Order. (b) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Collateral constitute Borrower or a legalSubsidiary Guarantor (other than indebtedness of a Foreign Subsidiary that is owing to the Borrower or a Subsidiary Guarantor) shall, valid to the extent exceeding $10,000,000 in aggregate principal amount, shall have been pledged pursuant to the Final Order. (c) All documents and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents in Document to be executed on the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Closing Date and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection 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; provided, however, that notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, but without limiting the grant of a Lien on and security interests described above by possessioninterest in the Collateral pursuant to the Final Order and the Security Documents, the EFIH Debtors will not be obligated to 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 to undertake 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, a federal tax lien search for the jurisdiction of the chief executive office of the EFIH Debtors.

Collateral. The Liens granted (a) Pledgor hereby grants, assigns and pledges to the Collateral Agent pursuant Secured Party a security interest in and to all of such Pledgor’s right, title and interest in and to the Security Documents following (the “Collateral”): (i) all of the Company’s capital stock (the “Stock”); (ii) all cash and other distributions, interests, profits, redemptions, warrants, subscription rights, options, substitutions, exchanges and other distributions now or hereafter distributed by the Company in respect of or otherwise in connection with the Stock or that may hereafter be delivered to the possession of Pledgor or the Secured Party in respect of or otherwise in connection with the Stock; (iii) Pledgor’s records with respect to the Collateral constitute a legal, valid foregoing; and enforceable first priority (subject to Permitted Liensiv) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing proceeds of all of the financing statements referred to in Schedule 3.21, foregoing. (b) with respect to any property that can be perfected solely by control, upon execution This Agreement secures the payment and performance of the Depositary Notes (as any of the foregoing may be amended, modified or supplemented from time to time) and of all obligations of Pledgor to the Secured Party now or hereafter existing under this Agreement, whether for principal, interest, costs, expenses, indemnities or otherwise (all of such obligations being the “Secured Obligations”). Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute the Secured Obligations and would be owed by Pledgor under this Agreement and each Control Agreement by each the Notes but for the fact that they are unenforceable or not allowable due to the existence of the parties theretoa bankruptcy, reorganization or similar proceeding involving Pledgor. (c) Pledgor shall deliver to the Secured Party all certificates (if any) representing the Stock together with instruments of assignment endorsed in blank, and other instruments, documents and agreements as may be reasonably deem necessary to perfect any security interest granted or required to be granted under this Agreement promptly after Pledgor’s receipt thereof. (d) Payment to the Sellers under the Notes shall be made in proportion to the principal and accrued interest then outstanding on any such date of payment to each, until such obligations are paid or retired in full. (e) Upon the occurrence of any Event of Default, as defined herein, and if the Secured Party proceeds to exercise any rights with respect to the Security Certificates (as defined in Collateral, the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon Secured Party shall share the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording proceeds of such Deed Collateral ratably amongst the Sellers, without priority of Trust in one over the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionother.

Collateral. The Liens granted (a) the Administrative Agent’s receipt of copies of recent Lien, tax and judgment searches in each jurisdiction and/or office reasonably requested by the Administrative Agent with respect to the Collateral Agent Credit Parties; (b) all Capital Stock of the Borrower 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 as of the Closing Date, shall have been pledged pursuant to the Security Documents Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any (except as permitted by Section 9.17) representing such securities pledged -130- under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank; and (i) except with respect to the Collateral constitute intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a legal, valid and enforceable first priority principal amount in excess of $10,000,000 (subject to Permitted Liensindividually) Lien on the Collateral. The Liens granted that is owing to the Collateral Agent Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents in Agreement, and the Collateral will be perfected (a) 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 property that can Credit Party shall be perfected evidenced by filingthe Intercompany Note, upon which shall be executed and delivered by the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Borrower and each Control Agreement by each of Restricted Subsidiary on the parties thereto, (c) with respect Closing Date and shall have been pledged pursuant to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee Agreement, and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) shall have received such Intercompany Note, together with undated instruments of transfer with respect to thereto endorsed in blank; provided, however, that, if the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to 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); and (d) all documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral that requires perfection of Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and security interests described above by possessionthe Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect Borrower has good title to, has rights in, and the power to any property that can be perfected by filing, upon the filing transfer each item of the financing statements referred Collateral upon which it purports to in Schedule 3.21xxxxx x Xxxx under the Loan Documents, (b) with respect to free and clear of any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no all Liens except Permitted Liens. Except , and Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. (b) On the extent Effective Date, the Collateral is not in the possession of portions any third party bailee (such as a warehouse) except as disclosed in the Perfection Certificate and, as of the Effective Date, no such third party bailee possesses components of the Collateral is required for perfection, upon the filing in excess of One Hundred Thousand Dollars ($100,000). None of the financing statements and upon the recording components of the Deeds Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 6.11. (c) All Inventory is in all material respects of Trust good and marketable quality, free from material defects. (d) Borrower is the sole owner of the Intellectual Property it purports to own, except for non-exclusive licenses granted to its customers in the ordinary course of business and other licenses permitted hereunder. Except as described abovenoted on the Perfection Certificate, all Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such action material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering into or becoming bound by any material license or material agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral Agent requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary has been taken for (i) all licenses or agreements to establish be deemed “Collateral” and perfect for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights in and to remedies under this Agreement and the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Loan Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. The Liens granted Borrower shall: (a) at all reasonable times and after reasonable prior notice, allow Agent or any Lender by or through any of its officers, agents, employees, attorneys, or accountants to (i) examine, inspect, and make extracts from Borrower’s books and other records, including, without limitation, the Collateral tax returns of Borrower; (ii) arrange for verification of Borrower’s Accounts, under reasonable procedures; and (iii) examine and inspect Borrower’s Inventory and Equipment, wherever located, under reasonable procedures; provided that any such examination or verification shall be limited, except during the continuance of an Event of Default, to one visit per year; (b) use commercial reasonable efforts to promptly furnish to Agent pursuant to the Security Documents or any Lender upon reasonable request (i) additional statements and information with respect to the Collateral constitute Collateral, and all writings and information relating to or evidencing any of Borrower’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as Agent or such Lender may reasonably request; (c) notify Agent in writing immediately upon the creation by any Company of a legalDeposit Account not listed on Schedule 6.18 hereto and provide for the execution of a Control Agreement with respect thereto, valid if required by Agent or the Required Lenders; (d) maintain Borrower’s Equipment (that is necessary in the business of the Companies) in good operating condition and enforceable first priority repair, ordinary wear and tear and casualty loss excepted, making all necessary replacements thereof in its reasonable business judgment so that the value and operating efficiency thereof shall at all times be maintained and preserved; (subject e) deliver to Permitted LiensAgent to hold as security for the Secured Obligations, within ten Business Days upon the written request of Agent, all certificated Investment Property owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Agent, or in the event such Investment Property is in the possession of a securities intermediary or credited to a securities account, execute with the related securities intermediary an investment property control agreement over such securities account in favor of Agent, for the benefit of the Lenders, in form and substance reasonably satisfactory to Agent; and (f) Lien on upon the Collateral. The Liens granted reasonable request of Agent, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Agent may from time to time reasonably deem necessary, including, without limitation, chattel paper, to carry into effect the intention of this Agreement or so as to completely vest in and ensure to Agent and the Lenders their respective rights hereunder and in or to the Collateral Agent pursuant to or the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingReal Property. Borrower hereby authorizes Agent, upon the filing on behalf of the financing statements referred Lenders, to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) file U.C.C. Financing Statements with respect to the Security Certificates Collateral. All Related Expenses are payable to Agent within thirty (as defined in 30) days after demand therefor; after the UCC) representing occurrence of an Event of Default, Agent may, at its option, debit Related Expenses directly to any deposit account of a Company located at Agent or the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionRevolving Credit Notes.

Collateral. The Liens granted to (a) All outstanding equity interests in whatever form of the Collateral Agent Borrower and each Restricted Subsidiary owned by or on behalf of any Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to the Security Documents Pledge Agreement (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Administrative Agent shall have received all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All outstanding equity interest in whatever form of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and the Administrative Agent shall have received all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank. (c) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Administrative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (d) All documents and instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the Collateral constitute extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording. (e) The Administrative Agent shall have received, in respect of each Mortgaged Property owned by the Borrower or a legalUS 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 and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingMortgaged Property described therein, upon the filing free of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Administrative Agent all Collateral that requires perfection of the Liens and security interests described above by possessionmay reasonably request.

Collateral. The Liens granted to (a) All Capital Stock of the Collateral Agent Borrower 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 as of the Closing Date, shall have been pledged pursuant to the Security Documents Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) Except with respect to the Collateral constitute intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a legal, valid and enforceable first priority principal amount in excess of $10,000,000 (subject to Permitted Liensindividually) Lien on the Collateral. The Liens granted that is owing to the Collateral Agent Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents in Agreement, and the Collateral will be perfected (a) 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 property that can Credit Party shall be perfected evidenced by filingthe Intercompany Note, upon which shall be executed and delivered by the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement Borrower and each Control Agreement by each of Restricted Subsidiary on the parties thereto, (c) with respect Closing Date and shall have been pledged pursuant to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee Agreement, and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) shall have received such Intercompany Note, together with undated instruments of transfer with respect to thereto endorsed in blank; provided, however, that, if the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to Intercompany Note cannot be delivered to the Collateral Agent all 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 that requires perfection 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 UCC or other applicable personal property security financing statements and Intellectual 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 the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Liens Closing Date and security interests described above signed by possessionan Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. (a) All outstanding equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge (w) Equity Interests of direct or indirect Subsidiaries of any Foreign Subsidiary, (x) Equity Interests of any CFC Pledgor, (y)any Equity Interests of any Excluded Pledge Subsidiaries and (z)moreother than 65% of the outstanding voting Equity Interests of any Foreign SubsidiaryExcluded 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 Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) 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 Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording and (ii) the Collateral Trustee shall have received title, Lien and judgment searches and other evidence reasonably satisfactory to the Administrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, except Liens permitted under Section 10.02. (c) The Liens granted Borrower shall deliver to the Collateral Agent pursuant Trustee amendments to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) Deposit Account Control Agreements with respect to any property Deposit Accounts listed on Schedule 13 to the Perfection Certificate that can be perfected by filingare not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), upon in form and substance reasonably satisfactory to the filing of Administrative Agent and the financing statements referred to in Schedule 3.21Collateral Trustee, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement duly executed by each of the parties party thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and ; (d) with respect The Borrower shall deliver to the fixtures that are subject to Administrative Agent and the Collateral Trustee a Deed of Trustcompleted Perfection Certificate, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, executed and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions delivered by a Senior Officer of the Collateral is required for perfectionBorrower, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, together with all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionattachments contemplated thereby.

Collateral. As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to CGMHI a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without CGMHI’s approval, upon such terms and conditions as may be prescribed by CGMHI. The Liens granted Client agrees to take any action reasonably requested by CGMHI to maintain and preserve CGMHI’s first priority Lien and security interest in the Collateral Agent Collateral. Client hereby authorizes CGMHI to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the Security Documents with respect following two sentences or as provided in Section 2(f) or Section 9(c), no withdrawals from the Account shall be permitted until the Loan Obligation is paid in full and CGMHI has no further obligations under this Agreement. At any time prior to the Collateral constitute a legalClient first requesting an Advance hereunder, valid and enforceable first priority (subject Client shall be entitled to Permitted Liens) Lien withdraw from the Account any interest that has been paid on the CollateralCollateral and remains as cash in the Account. The Liens granted to From the date of the first Advance until the Loan Obligation has been repaid in full and CGMHI has no further obligations under this Agreement, all interest paid on the Collateral Agent shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementSection 3) and any other property that can solely be perfected by possessionportion of the Loan Obligation then due, and Client authorizes CGMHI to make such applications without any further approval or consent of Client required; provided, that, upon request made to CGMHI, Client shall be entitled to withdraw from the Collateral Agent receiving possession thereof and Account on or after the 15th day of each month (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession that a Shortfall would result from such withdrawal) the amount of portions of such interest paid on the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and prior to the Collateral to first day of such month exceeding (x) any accrued but unpaid interest on the extent Loan Obligation (including the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation amount of any such documents). To interest added to principal pursuant to Section 3) plus (y) the extent required by amount of interest on the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to Obligation payable for the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionpreceding month.

Collateral. The Liens granted (a) In addition to the Collateral Agent pursuant collateral security granted by the Borrower and the Guarantors under the Security Agreements the Borrower shall (and shall cause each of the Guarantors to), at the sole cost and expense of the Borrower (subject to the Security Documents limitations described in subsection 2.13(c) below), grant to the Agent and do all things requested to maintain, for the ratable benefit of the Lenders to secure all obligations of the Borrower hereunder (including, without limitation, the Syndicated Term Loan Notes and the Revolving Participated Loan Note), a continuing, blanket and general lien upon and security interest and title in and to all real property, equipment, inventory, general intangibles, personal property and assets of the Borrower and the Guarantors, or other assets as the Required Lenders shall designate in their reasonable discretion (the "Post-Closing Collateral") and shall deliver (or cause to be delivered) to the Agent such duly executed security agreements, security deeds, mortgages, deeds of trust, estoppels, subordination agreements, pledge agreements, stock powers, Uniform Commercial Code financing statements, 18 27 title certificates, affidavits, and other documents, as are reasonably necessary or desirable in the judgment of the Required Lenders to perfect first priority liens (as such first priority may be available) against the Post-Closing Collateral (collectively, the "Post-Closing Collateral Documents"). (b) The Borrower shall (and shall cause each of the Guarantors to), after an Event of Default, at the sole cost and expense of the Borrower, deliver (or cause to be delivered) to the Agent such appraisals, surveys, title searches, title policies, environmental audits and other documents, all of which shall be satisfactory to the Required Lenders in all respects, as are deemed reasonably necessary or desirable by the Required Lenders in connection with the Collateral. (c) The Borrower agrees to pay up to $200,000 of costs and expenses incurred by the Agent and the Lenders in connection with the actions contemplated by this Section 2.13, including, without limitation, all filing fees, lien search fees, intangible taxes (whether incurred before or after payment in full of the Loans), documentary stamp taxes (whether incurred before or after payment in full of the Loans), surveys, environmental surveys, and title reports. All such documentation shall be reasonable and customary and in form and substance satisfactory to the Agent and the Lenders in their discretion. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact to (i) deliver and record in the appropriate filing office any instrument contemplated or required hereby (including, without limitation, the relevant security deeds, mortgages, deeds of trust, and Uniform Commercial Code financing statements) and to pay the related recording expenses and (ii) from time to time in the Agent's discretion, to take any other action which the Agent may deem reasonably necessary or advisable to accomplish the purposes of this Section 2.13 with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. (i) The Liens granted Interim Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to the Collateral Agent 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 Equity Interests, regardless of the form of the Equity Interests (other than Excluded Securities), in the Borrower and each Guarantor required to be pledged pursuant to the Security Documents with respect to the Collateral constitute a legalshall have been pledged pursuant thereto, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant shall have received the certificates representing 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 Security Documents to the extent certificated, accompanied by instruments of transfer and undated stock powers or allonges endorsed in blank. (iii) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral will and Guarantee Requirement shall be perfected satisfied (aor waived) as of the Closing Date. (iv) All Uniform Commercial Code financing statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by such Security Document shall have been delivered to the Administrative Agent (with respect a copy to any property that can the Specified Lender Advisors), and shall be perfected by in proper form, for filing, upon registration or recording. (v) Except to the filing of the financing statements extent referred to on Schedule 5.12, the Collateral Agent shall have received customary evidence that all insurance required to be maintained pursuant to Section 5.02 has been obtained as in Schedule 3.21effect, together with certificates of insurance and endorsements required pursuant to Section 5.02. (bvi) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect Provisions reasonably satisfactory to the Security Certificates Administrative Agent and the Required Consenting First Lien Lenders (as defined in the UCCRSA) representing for the Pledged Equity Interests (as defined payment of all fees and taxes for filings described in the Guarantee and Collateral Agreementthis Section 4.02(b) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionduly made.

Collateral. The Liens granted All obligations of Borrower under the Credit Facility and of the Guarantors under the guarantees, will be secured by first priority perfected security interests (and where applicable consisting of fixed and floating charges) in substantially all existing and after-acquired real and personal property of Borrower and each Guarantor, including, without limitation, 100% of all outstanding equity interests, subject to customary exclusions to be agreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, in each case to the Collateral Agent pursuant extent a material adverse tax effect (including without limitation from the effect of Section 956 of the Internal Revenue Code of 1986, as amended) would result on the Borrower and the Guarantors based on diligence satisfactory to the Security Documents Lenders, provided that the foregoing limitations shall not apply to PLC or DAC (the “Collateral”). Borrower and the Guarantors shall be required to maintain account control agreements with respect to all material deposit and securities accounts (in the United States and to the extent applicable other methods of perfection for floating and fixed charges in any other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to the applicable cure periods for events of default (other than events of default that are defined to include cure periods). No immaterial subsidiary will be required to take any action with respect to the Collateral constitute a legalcreation or perfection of liens under non-United States law, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) other than reasonable actions with respect to any property that can be perfected by filing, upon the filing PLC or DAC. All of the financing statements referred above-described pledges, security interests and mortgages shall be created on terms, and pursuant to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect documentation reasonably satisfactory to the Security Certificates Lenders (as defined including, in the UCC) representing the Pledged Equity Interests (case of real property, by customary items such as defined in the Guarantee satisfactory title insurance and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21surveys), and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions none of the Collateral is required for perfectionshall be subject to any other liens, upon the filing of the financing statements claims or encumbrances, except permitted liens and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and encumbrances acceptable to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused Lenders to be delivered to set forth in the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionCredit Documentation.

Collateral. The Liens granted Each Lender agrees that any action taken by Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater number of Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents relating to the Collateral, and the exercise by Agent or the Requisite Lenders (or, where so required, such greater number of Lenders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and Agent. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection herewith and with the Loan Documents in connection with the Collateral; (ii) execute and deliver each Loan Document relating to the Collateral Agent pursuant and accept delivery of each such agreement delivered by Borrower; (iii) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Loan Documents relating to the Security Documents Collateral; and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all right and remedies given to such Agent and Lenders with respect to the Collateral constitute a legalunder the Loan Documents relating thereto, valid and enforceable first priority (subject Applicable Law or otherwise. Agent shall have no obligation whatsoever to Permitted Liens) Lien on any Lender or any other Person to assure that the Collateral. The Collateral covered by this Agreement or the other Loan Documents exists or is owned by Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to Agent, on behalf of the Collateral Agent Lenders, herein or pursuant to the Security Documents in the Collateral will be perfected (a) with respect hereto have been properly or sufficiently or lawfully created, perfected, protected, enforced or maintained or are entitled to any property that can be perfected by filingparticular priority, upon the filing or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the financing statements referred rights, authorities and powers granted or available to Agent in Schedule 3.21, (b) with respect to this Agreement or in any property that can be perfected solely by control, upon execution of the Depositary Agreement Loan Documents; it being understood and each Control Agreement by each of the parties thereto, (c) with agreed that in respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfectioncovered by this Agreement or the other Loan Documents, upon or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its discretion, given Agent’s own interest in Collateral covered by this Agreement or the filing Loan Documents as one of Lenders and Agent shall have no duty or liability whatsoever to any of the financing statements other Lenders; provided, that Agent shall exercise the same care which it would in dealing with loans for its own account. Each Lender agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any other Loan Document or to realize upon any Collateral security for the Loans or other Indebtedness; it being understood and upon agreed that such rights and remedies may be exercised only by Agent in accordance with the recording terms of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Loan Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.

Collateral. (a) The Liens granted due and punctual payment of the 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 acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.06, and the Notes, the Note Guarantees, the Collateral Agent pursuant Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement, shall be secured by a Lien on the Collateral on an equal basis with the other First Lien Indebtedness and on a senior basis to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority Junior Lien Indebtedness (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) Lien on and the Collateral. The Liens granted RPA Intercreditor Agreement to which the Issuers and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture (or, in the case of the Pari Passu Intercreditor Agreement, at such future date pursuant to the terms of this Indenture) and will be secured by all of the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement. The Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents, any Pari Passu Intercreditor Agreement and the RPA Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of itself, all of the Holders and the Trustee, in each case pursuant to the Security Documents terms of this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement. (b) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA 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 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, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledge that, as more fully set forth in the Collateral will be perfected Documents, the Pari Passu Intercreditor Agreement (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreementif any) and any other property that can solely be perfected by possessionthe RPA Intercreditor Agreement, upon the Collateral Agent receiving possession thereof and (d) with respect to as now or hereafter constituted shall be held for the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions benefit of the Collateral is required for perfectionAgent, upon all the filing Holders and the Trustee, and that the Lien of this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement in respect of the financing statements Trustee and upon the recording of the Deeds of Trust as described above, Holders is subject to and qualified and limited in all such action as is necessary has been taken to establish and perfect respects by the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party the Pari Passu Intercreditor Agreement (if any) and Holdings has properly delivered or caused to the RPA Intercreditor Agreement and actions that may be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiontaken thereunder.

Collateral. The Liens granted (a) All outstanding equity interests in whatever form of the Company and each Restricted Subsidiary (except those to the Collateral Agent be pledged pursuant to Section 9.15(c)) directly owned by or on behalf of any Credit Party and required to be pledged (i) pursuant to the Security Documents with respect Pledge Agreement shall have been pledged pursuant thereto (except that the Company and its Restricted Subsidiaries shall not be required to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing pledge more than 65% of the financing statements referred to in Schedule 3.21, outstanding Stock of any Foreign Subsidiary) or any Disregarded Entity that directly owns a Foreign Subsidiary and (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (cii) with respect to the Security Certificates pledge of interests related to TSW Netherlands Holdings C.V., such pledge will be vested pursuant to the Pledge Agreement (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral AgreementDutch Assets) and any other property that can solely be perfected by possessionJPMorgan Chase Bank, upon N.A., as custodian for the Collateral Agent receiving possession thereof under the Intercreditor Agreement, shall have received all certificates representing the securities pledged under the Pledge Agreement 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 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 Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement and to perfect such Liens to the extent required by, and with the priority required by, the Security Agreement, the Pledge Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Administrative Agent for filing, registration or recording (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 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 Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request. (d) with respect The Company shall deliver to the fixtures that are subject to Administrative Agent a Deed of Trustcompleted Perfection Certificate, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, executed and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions delivered by an Authorized Officer of the Collateral is required for perfectionCompany, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, together with all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionattachments contemplated thereby.

Collateral. The Liens granted to (a) All Equity Interests of each Domestic Subsidiary of the Collateral Agent Borrower shall have been pledged pursuant to the Security Documents Agreement and the Collateral Agent shall have received all certificates (other than any certificates that are Excluded Certificates) representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) All Indebtedness of each of the Borrower’s Subsidiaries that is owing to the Borrower shall be evidenced by one or more promissory notes and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All other Indebtedness owed to the Borrower that is evidenced by one or more promissory notes shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (d) The Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to the Collateral constitute a legalBorrower, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) together with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing copies of the financing statements and upon other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the recording of Collateral Agent and the Deeds of Trust as described above, all Required Lenders that the Liens indicated in any such action as is necessary financing statement and other filings (or similar document) are Permitted Liens or which has been taken released or discharged or will be released or discharged pursuant to establish and the Plan of Reorganization. (e) The Collateral Agent shall have received UCC financing statements in appropriate form for filing under the UCC to perfect the Collateral Agent’s rights Liens in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionCollateral.

Collateral. (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the 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 Security Agreement, and the Collateral 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 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 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 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) The Liens granted Borrower shall deliver to the Collateral Agent pursuant a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the Security Documents extent any security interest (other than to the extent that 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 shall not constitute a condition precedent to the availability of the 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 later date as may be reasonably agreed by the Borrower and the Administrative Agent (with respect to Term Priority Collateral) or the Collateral constitute a legal, valid and enforceable first priority ABL Administrative Agent (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can ABL Priority Collateral)) pursuant to arrangements to be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required mutually agreed by the Security Documents, each of each Loan Party Borrower and Holdings has properly delivered the Administrative Agent or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionABL Administrative Agent.

Collateral. The Liens granted (a) All Capital Stock of the Borrower 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 as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral 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. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral 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 Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filingPledge Agreement, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) shall have received such Intercompany Note, together with undated instruments of transfer with respect to thereto endorsed in blank; provided, however, that, if the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to Intercompany Note cannot be delivered to the Collateral Agent all 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 that requires perfection 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 UCC or other applicable personal property security financing statements and Intellectual 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 the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Collateral Agent shall have received a completed Perfection Certificate, dated as of the Liens Closing Date and security interests described above signed by possessionan Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. The Liens granted (a) To secure payment and performance of the 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 Collateral Agent Partnerships of 79,051 Units (the "Unit Collateral"), pursuant to the Security Documents with respect to pledge agreement (the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens"Pledge Agreement") Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, form attached hereto as Exhibit C. (b) with respect to any property that can be perfected solely by controlNotwithstanding the foregoing, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates if a Transfer (as defined in Section 9) permitted under Section 9 or otherwise consented to by the UCC) representing Partnerships occurs, as a condition to such Transfer the Pledged Equity Interests (as defined in Transferee shall pledge or cause to be pledged Cash, Cash Equivalents, Units or Other Marketable Securities to secure the Guarantee payment and Collateral Agreement) performance of the Obligations by the Transferee, which pledge shall be a condition to any such Transfer and any other property that can solely shall be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect pursuant to an agreement substantially similar to the fixtures Pledge Agreement except that are subject Units pledged by the Transferee shall not be deemed to have a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents)minimum value. To the extent required by items other than Units are pledged, the Security DocumentsPledge 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, each Cash Equivalents, Units, or Other Marketable Securities at the time of each Loan Party and Holdings has properly delivered or caused such pledge 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 delivered under such Percentage Leases. Upon a Transfer, the Lessee will use its best efforts to cause the ultimate parent of the Transferee, if any, to execute and deliver to the Collateral Agent all Collateral that requires perfection Partnerships an unconditional guarantee, in form and substance reasonably satisfactory to the Partnership, of the Liens Transferee's obligations under the Percentage Leases and security interests described above by possessionthis Agreement.

Collateral. The Liens granted With respect to the Collateral Agent deposited by Shareholder with Lender on the date hereof, (i) such Collateral represents 100% of the issued and outstanding capital stock and warrants, options and other rights to purchase capital stock of Borrower, (ii) Shareholder is the legal and beneficial owner of such Collateral, (iii) such Collateral is validly issued, fully paid and non-assessable and is registered in the name of Shareholder, (iv) the pledge of such Collateral pursuant to the Security Documents terms of this Pledge Agreement, together with delivery thereof, creates a valid and perfected first Lien on such Collateral in favor of Lender, (v) the assignments separate from certificate attached to the certificates representing such Collateral have been duly executed and delivered by Shareholder to Lender, (vi) none of such Collateral is subject to any Lien of any kind whatsoever, except for the perfected first Lien on such Collateral granted to Lender hereby, (vii) no authorization, approval or other action by, or notice to or filing with, any governmental body is required for the pledge by Shareholder of such Collateral pursuant to the terms of this Pledge Agreement, (viii) until all of Borrower's Obligations have been paid and performed in full, subject to the provisions of the Loan Agreement, Shareholder: (A) will not create or permit to exist any lien upon or with respect to the Collateral constitute a legalCollateral, valid except for the first Lien thereon granted to Lender by this Pledge Agreement, and enforceable first priority (subject to Permitted LiensB) Lien on will not sell, transfer, convey, assign, or otherwise divest Shareholder's interest in the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect , or any part thereof, to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessionperson.

Collateral. The Liens granted (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 #4812-2844-92899582-0297 each case, as of the 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 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 Security Documents with respect to the Collateral constitute a legalPledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) shall have received all such promissory notes, together with instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, blank. (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee All documents and Collateral Agreement) instruments, including Uniform Commercial Code or other applicable personal property and any other property that can solely be perfected financing statements, reasonably requested by possession, upon the Collateral Agent receiving possession thereof to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of perfect such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral 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. (e) The Guarantee shall be in full force and effect. (i) With respect to each Closing Date Mortgaged Property, a Mortgage, executed and delivered by a duly authorized officer of each mortgagor party thereto as of the Closing Date; (ii) All documents and instruments, including Uniform Commercial Code or other applicable fixture security financing statements, reasonably requested by the Collateral that requires Agent to be filed, registered or recorded to create the Liens intended to be created by any such Mortgage and perfect such Liens to the extent required by, and with the priority required by, such Mortgage shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of Closing Date Mortgaged Property shall be subject to any other pledges, secured interests or mortgages, except Liens expressly permitted by Section 10.2 or otherwise consented to by the Collateral Agent; (iii) The Collateral Agent shall have received (A) a policy or policies of title insurance (or a marked up commitment for title insurance having the same effect), issued by the Title Company insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 10.2 or consented to by the Collateral Agent, together with such endorsements and reinsurance as the Collateral Agent may reasonably request having the effect of a valid, issued and binding title insurance policy, and (B) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, fees, costs and expenses required for the issuance of the title insurance policies referred to above; (iv) Written opinions of legal counsel in the states in which each such Closing Date Mortgaged Property is located in form and substance reasonably acceptable to the Collateral Agent; and #4812-2844-92899582-0297 (v) With respect to each Closing Date Mortgaged Property, a completed Federal Emergency Management Agency Standard Flood Hazard Determination, subject, however, to the provisions of Section 9.14(d). Notwithstanding anything to the contrary herein, with respect to any Collateral (other than Collateral consisting of the Stock of the Borrower and the Stock of any Domestic Subsidiary required to be pledged pursuant to Section 6.2(a)), the security interest in which may not be perfected by the filing of a Uniform Commercial Code financing statement, if the granting and/or perfection of the Liens Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing 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 granting and/or perfection of such security interests described above 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 Closing Date, then US 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 Closing Date or such longer period of time as may be agreed to by possessionthe Collateral Agent in its sole discretion.

Collateral. The Liens granted (a) All outstanding Stock of the Borrower directly owned by Parent Guarantor and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to the Interim Order (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents). (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), to the extent exceeding $10,000,000 in aggregate principal amount, shall have been pledged pursuant to the Interim Order. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent pursuant to be filed, registered or recorded to create the Liens intended to be created by any Security Documents with respect Document to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien be executed on the Collateral. The Closing Date and perfect such Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has Security Document shall have been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection 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; provided, however, that notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, but without limiting the grant of a Lien on and security interests described above by possessioninterest in the Collateral pursuant to the Orders and the Security Documents, the TCEH Debtors will not be obligated to 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 to undertake any registration in respect of assets subject to a certificate of title. (d) [Reserved]. (e) The Guarantee shall be in full force and effect. (f) [Reserved].

Collateral. The Liens granted (a) All Capital Stock of each Restricted Subsidiary of the Borrower directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the applicable Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the applicable Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $5,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the applicable Pledge Agreement, and the Collateral 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 of the Borrower on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note or a promissory note in form and substance satisfactory to the Collateral Agent Table of Contents Agent, which Intercompany Note or promissory note, as applicable, shall be executed and delivered by the Borrower and each Restricted Subsidiary of the Borrower on the Closing Date and shall have been pledged pursuant to the Security Documents with respect to the Collateral constitute a legalapplicable Pledge Agreement, valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) shall have received such Intercompany Note or promissory note, as applicable, together with undated instruments of transfer with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to thereto endorsed in Schedule 3.21, blank; (b) with respect to any All documents and instruments, including UCC or other applicable personal property that can be perfected solely by control, upon execution of the Depositary Agreement security financing statements and each Control Agreement by each of the parties thereto, (c) with respect to the Intellectual Property Security Certificates Agreements (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Security Agreement) and any other property that can solely be perfected ), required by possession, upon Applicable Law or reasonably requested by the Collateral Agent receiving possession thereof to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of Guarantors and perfect such Deed of Trust Liens in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except United States to the extent possession of portions of required by, and with the Collateral is priority required for perfectionby, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security DocumentsDocuments shall have been filed, each of each Loan Party and Holdings has properly delivered registered or caused to be recorded or delivered to the Collateral Agent all Collateral that requires perfection in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or United States Copyright Office. (c) The Administrative Agent shall have received a completed Perfection Certificate, dated as of the Liens Closing Date and security interests described above signed by possessionan Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. All 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 Liens granted to Collateral and the Collateral Agent pursuant to the Security Documents Agent's rights with respect to the Collateral constitute a legal, valid and enforceable first priority (are not subject to Permitted Liens) Lien on any setoff, claims, withholdings or other defenses. The Borrower or its Subsidiaries, collectively, is the owner of the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) with respect to , free from any property that can be perfected by filinglien, upon the filing of the financing statements referred to in Schedule 3.21security interest, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) encumbrance and any other property that can claim or demand, except for Permitted Liens or other liens which are or have been consented to by the Agent and the Majority Banks." G. Amendment to Section 6.17 (Use of Proceeds; Regulations U and X) The first sentence of Section 6.17 of the 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 be perfected 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 possessionthe Borrower in connection with any prior stock or asset acquisition, upon except that, in connection with the Collateral Agent receiving possession thereof and (d) with respect consummation of the SPI Sale, 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 fixtures that making of a Revolving Credit Loan are subject satisfied and the Borrower makes arrangements which are satisfactory to a Deed of Trust, upon the recording Majority Banks to assure the prompt repayment in full of such Deed of Trust in the jurisdiction referred Revolving Credit Loan.)." H. Amendment to in Schedule 3.21Section 7.4 (Financial Statements, Certificates and in each case are subject to no Liens except Permitted LiensInformation). Except to the extent possession of portions Section 7.4 of the Collateral Credit Agreement is required for perfection, upon hereby amended by adding thereto the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action following new subparagraph (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possession.h):

Collateral. The Liens granted (a) If an Obligor sells or otherwise disposes of any Collateral to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legalPerson other than an Obligor in a Disposition permitted under Section 6.7 (other than any Disposition permitted by clauses (d) or (f) of Section 6.7), valid and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected disposed of free and clear of all Liens of Administrative Agent, without any further action of any party. (ab) The Secured Parties irrevocably authorize Administrative Agent to, and Administrative Agent shall: (i) release of record any Lien (A) on all Collateral upon Full Satisfaction of all the Obligations and termination of the Commitments, (B) with respect to any Collateral that is sold or otherwise disposed of to a Person other than an Obligor pursuant to a Disposition permitted by Section 6.7 (other than any Disposition permitted by clause (d) or (f) of Section 6.7), (C) on all assets of any Obligor that is released from its obligations under the Guaranty Agreement pursuant to clause (iii) below, or (D) subject to Section 10.2, as may be approved, authorized, or ratified in writing by the Required Lenders; (ii) subordinate any Lien on any Collateral to the holder of any Lien on such property that can be perfected is permitted by filing, upon the filing clause (j) of the financing statements referred definition of Permitted Encumbrances; (iii) release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents; and (iv) confirm in Schedule 3.21, (b) with respect to any writing that specific items of property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates are “Excluded Property” (as defined in the UCCSecurity Agreement) representing the Pledged Equity Interests and not subject to Administrative Agent’s Lien; provided, that Administrative Agent shall not be required to provide such confirmation unless a Responsible Officer of Borrower shall certify in writing to Administrative Agent that such specific items of property are “Excluded Property” (as defined in the Guarantee and Collateral Security Agreement) and (it being acknowledged that Administrative Agent may rely on any other property that can solely be perfected such certificate without further enquiry). (c) Upon request by possessionAdministrative Agent at any time, upon the Collateral Agent receiving possession thereof and Secured Parties will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 9.10. (d) with respect Administrative Agent, at the sole expense of Obligors, shall execute and deliver to the fixtures Obligors all releases or other documents reasonably necessary or desirable to evidence or effect any release of Liens or release of Guaranty Agreement authorized under Section 9.10(b); provided, that are subject (i) Administrative Agent shall not be required to execute any document necessary to evidence such release authorized under clause (i)(B), (i)(C), or (iii) of Section 9.10(b) unless a Deed Responsible Officer or general counsel of TrustBorrower shall certify in writing to Administrative Agent that the transaction requiring such release is permitted under the Loan Documents (it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry), upon (ii) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the recording release of such Deed of Trust in the jurisdiction referred to in Schedule 3.21Lien without recourse, representation, or warranty, and (iii) no such release shall in each case are subject any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to no Liens except Permitted Liens. Except to the extent possession of portions constitute part of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents)Collateral. To the extent Administrative Agent is required to execute any releases or other documents in accordance with this Section 9.10(d), Administrative Agent shall do so promptly upon request of Borrower without the consent or further agreement of any Secured Party. (e) Administrative Agent shall have no obligation whatsoever to any of the Secured Parties to assure that the Collateral exists or is owned by any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the Security eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, each it being understood and agreed that in respect of each Loan Party and Holdings has properly delivered the Collateral, or caused to be delivered any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral Agent all Collateral that requires perfection in its capacity as one of the Liens Lenders and security that Administrative Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein. (f) The Secured Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, or (iii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (A) the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the asset or assets purchased by means of such credit bid) and the Secured Parties whose Obligations are credit bid shall be entitled to receive interests described above (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (B) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by possessionsuch acquisition vehicle or vehicles and in connection therewith Administrative Agent may reduce the Obligations owed to the Secured Parties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration.

Collateral. The Liens granted Borrower shall: (a) promptly notify the Administrative Agent in writing upon the acquisition or creation by any Credit Party of a Deposit Account or Securities Account not listed on the notice provided to the Collateral Administrative Agent pursuant to Section 6.19 hereof, and, within 30 days of the Security Documents creation of such Deposit Account or Securities Account (unless a longer period is agreed to in writing by the Administrative Agent), provide for the execution of a Deposit Account Control Agreement or Securities Account Control Agreement with respect thereto, if required by the Administrative Agent or the Required Lenders; provided that a Control Agreement shall not be required for (i) an Excluded Deposit Account, or (ii) other Deposit Accounts or Securities Accounts, so long as (A) the balance of any such Deposit Account or Securities Account does not exceed $250,000 at any time, and (B) the aggregate balance in all Deposit Accounts and Securities Accounts that are not subject to a Control Agreement does not exceed $750,000 at any time; (b) use commercially reasonable efforts to deliver to the Administrative Agent an assignment of the Landlord’s Waivers for the locations listed on Schedule 6.9(c) hereto obtained in connection with the Existing Credit Agreement. (c) promptly notify the Administrative Agent in writing whenever the Equipment or Inventory of a Company with a value in excess of $250,000 is located at a location of a third party (other than another Company) that is not listed on Schedule 6.9(a) hereto and use commercially reasonable efforts to deliver a bailee’s waiver, processor’s waiver, Landlord’s Waiver or similar document or notice that may be required by the Administrative Agent or the Required Lenders (it being understood and agreed that no Company shall be required to make any concessions or payments to any landlord to induce such landlord to deliver a Landlord’s Waiver); (d) promptly notify the Administrative Agent and the Lenders in writing of any information that the Borrower has or may receive with respect to the Collateral constitute that might reasonably be determined to materially and adversely affect the value thereof or the rights of the Administrative Agent and the Lenders with respect thereto; (e) maintain the Borrower’s Equipment in good operating condition and repair, ordinary wear and tear, casualty and condemnation excepted, except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a legalMaterial Adverse Effect on the Borrower; (f) deliver to the Administrative Agent, valid to hold as security for the Secured Obligations, within ten Business Days after the written request of the Administrative Agent, all certificated Investment Property and enforceable first priority any tangible chattel paper owned by a Credit Party, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, or in the event such Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over such Securities Account in favor of the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent; (subject g) provide to Permitted Liensthe Administrative Agent, on a quarterly basis (as necessary), a list of any patents, trademarks or copyrights that have been federally registered by the Borrower or a Domestic Subsidiary during such quarter, and provide for the execution of an appropriate Intellectual Property Security Agreement by the Borrower or such Domestic Subsidiary, as applicable; and (h) Lien on upon request of the Administrative Agent, promptly take such action and promptly make, execute and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Administrative Agent may from time to time deem reasonably necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the Administrative Agent and the Lenders their respective rights hereunder and in or to the Collateral. The Liens granted Borrower hereby authorizes the Administrative Agent, on behalf of the Lenders, to file U.C.C. Financing Statements or other appropriate notices with respect to the Collateral Agent pursuant to the Security Documents in that describe the Collateral will be perfected (a) as “all assets” of the Borrower or words of similar effect or of a lesser scope or greater detail. If certificates of title or applications for title are issued or outstanding with respect to any property that can be perfected by filingof the Inventory or Equipment of the Borrower, the Borrower shall, upon the filing request of the financing statements referred to in Schedule 3.21Administrative Agent, (bi) with respect execute and deliver to any property that can be perfected solely the Administrative Agent a short form security agreement, prepared by controlthe Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent, upon execution and (ii) deliver such certificate or application to the Administrative Agent and cause the interest of the Depositary Agreement and each Control Agreement by each Administrative Agent, for the benefit of the parties theretoSecured Parties, (c) with respect to be properly noted thereon. All Related Expenses are payable to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, Administrative Agent upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required for perfection, upon the filing of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiondemand therefor.

Collateral. The Liens granted As collateral security for the obligations of the Borrower hereunder, the Borrower grants to CRIL a security interest in all of its right, title and interest in the Collateral, provided that CRIL shall be entitled to recover and retain out of the Collateral only such amounts to which CRIL is entitled under Section 1 and the other terms and conditions of this Agreement and provided, further, that CRIL shall remit to the Collateral Agent pursuant to the Security Documents with respect to Borrower any funds from the Collateral constitute a legal, valid that exceed the amounts to which CRIL is entitled in accordance with Section 1and the other terms and enforceable first priority (subject to Permitted Liens) Lien on the Collateralconditions of this Agreement. The Liens granted to Borrower shall, on or before the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected Perfection Date, (a) with respect execute and deliver to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and each Control Agreement by each of the parties thereto, (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other property that can solely be perfected by possession, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21CRIL, and in each case are subject to no Liens except Permitted Liens. Except to file and record with any necessary filing offices, the extent possession Perfection Documents for the purpose of portions of the Collateral is required for perfection, upon the filing of the financing statements further establishing and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agentperfecting CRIL’s rights Rights in and to the Collateral and as notice to third parties that the Borrower has conveyed any interest that it may have in or to the extent Collateral, and shall provide CRIL with executed copies of such Perfection Documents and evidence of such filing and record; and (b) deliver to CRIL opinion(s) of legal counsel in jurisdiction where any material portion of the Collateral Agentis located, stating that the Collateral is validly secured in favor of CRIL. Without limiting the generality of the foregoing and notwithstanding anything to the contrary herein, CRIL may at any time after the Perfection Date file with any necessary filing offices the Perfection Documents for the purpose of perfecting CRIL’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required by the Security Documents, each of each Loan Party Rights in and Holdings has properly delivered or caused to be delivered to the Collateral Agent all Collateral and as notice to third parties that requires perfection of the Liens and Borrower has conveyed any interest that it may have in or to the Collateral. As soon as CRIL shall have received the full amount due to it under this Agreement, the security interests described above by possessioninterest granted under this Section 2 will terminate.

Collateral. The Liens granted (a) Each of the Borrower, Endeavor and Diamond has good and marketable title to the Collateral Agent pursuant to granted by it, and the Security Collateral Documents constitute the legal, valid and perfected Liens on the Collateral, free of all Liens except those permitted by this Agreement in Section 6.2. (b) The Borrower has, with respect to the Collateral constitute a legalCollateral, valid the working interests and enforceable first priority (subject to Permitted Liens) Lien on the Collateral. The Liens granted net revenue interests therein as reported to the Collateral Agent pursuant in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Security Documents 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 Louisiana most recently delivered to the Agent are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral will be perfected (a) Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any property that can be perfected by filing, upon the filing particular part of the financing statements referred to in Schedule 3.21Borrower’s properties, (bi) with respect 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 property that can contractual or other arrangement whereby payment for production is to be perfected solely by control, upon execution deferred for a substantial period after the month in which such production is delivered; (iii) none of the Depositary Agreement 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 each Control Agreement by each (iv) no Person is currently entitled to receive any material portion of the parties theretointerest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value. (c) with respect The Borrower’s natural gas production from substantially all of the xxxxx operated by the Borrower located on acreage in Xxxxxxxx and Panola Counties, Texas, is dedicated to Endeavor JV under the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Gas Gathering Agreement) and any other property that can solely be perfected by possession. Otherwise, upon the Collateral Agent receiving possession thereof and (d) with respect to the fixtures that are subject to a Deed of Trust, upon the recording of such Deed of Trust in the jurisdiction referred to in Schedule 3.21, and in each case are subject to no Liens except Permitted Liens. Except to the extent possession of portions none of the Collateral is required for perfectionsubject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind. (d) Endeavor JV has good and marketable title to the gas gathering system servicing the Collateral in Xxxxxxxx and Panola counties, upon Texas. (e) On the filing Closing Date all of the financing statements and upon the recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required natural gas produced by the Security Documents, each of each Loan Party Borrower from (and Holdings has properly delivered or caused as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to be delivered Endeavor at the wellhead. (f) The Borrower is in compliance with the requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to the Collateral Agent all Collateral that requires perfection of the Liens and security interests described above by possessiontime are timely encumbered as Collateral.