Common use of Collateral Clause in Contracts

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. (a) The Borrower will causeObligations shall be secured by a perfected second priority security interest in the Collateral, and will cause each other Loan Party that is a Subsidiary Guarantor subject only to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, the first priority Lien granted pursuant to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent Security Agreement for the benefit of the First Priority Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Parties. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall cause its Domestic Subsidiaries be adjusted accordingly)) so long as, both immediately before and after giving effect to execute such withdrawal, (i) no Material Default or cause Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.23, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.23, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be executed pledged as Collateral in order to comply with the terms hereof, the Borrower shall (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request i) cause a sufficient amount of the Administrative Agent, applicable local law pledge documentshighest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) in favor of take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the benefit purposes of fully perfecting or renewing the rights and security interests of the Secured PartiesCollateral Trustee, on behalf of the Banks, with respect to all the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder any Collateral (and any related collateral) if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery at any time prior to the Administrative Agent commencement of all such a Foreclosure (as defined in the Collateral DocumentsTrust Agreement) in respect thereof, together with appropriate corporate resolutions and other documentation (including legal opinionsshall be released by the Collateral Trustee to the custody of the Borrower, the stock certificates representing applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the Equity Interests subject to the above-described pledgepurpose of correction of defects, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienif any, in each case in form respect of any such promissory notes and substance reasonably satisfactory related collateral. It is understood and agreed that any Collateral released pursuant to the Administrative Agent, and foregoing sentence shall remain Collateral except in connection with a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower withdrawal otherwise permitted pursuant to this Agreement or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralLoan Document.

Collateral. The Effective upon any Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower will cause, and will shall cause each other Loan Party that is such Guarantor within fifteen Business Days after becoming a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed first (subject to Permitted Liens) priority security interest in all assets (including real property and the grace periods provided in Section 5.09 for the joinder Capital Stock of Subsidiary Guarantors), Collateral Documents its Subsidiaries) of such Guarantor pursuant to documentation (including, upon the request of the Administrative Agent, applicable local law pledge documentsincluding related certificates and opinions) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect reasonably acceptable to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or will, and will cause the delivery 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 all such Collateral Documentsattorney, together with appropriate corporate resolutions certificates, reports and other documentation assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (including legal opinionsa) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the stock certificates representing Collateral shall not include a security interest in any asset if the Equity Interests granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the 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 above-described pledgeconsent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, stock powers with respect thereto executed in blank, and such other documents as (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be reasonably requested by limited to 65% of the Administrative AgentCapital Stock of material first-tier Foreign Subsidiaries, (f) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the Administrative Agent has a first priority perfected cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) agreements shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrequired.

Collateral. The Borrower will cause(a) warrant and defend the right, title and interest of the Lender and the Security Agent in and to the Collateral against the claims and demands of all persons whomsoever; (b) service, or cause to be serviced, all Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage-backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage-backed Securities in trust, without commingling the same with noncustodial funds, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of apply the Administrative Agent same for the benefit of the Secured Parties to secure the Obligations, purposes for which such funds were collected; (d) comply in accordance all respects with the terms and conditions of the Collateral Documentsall Master Commitments and Purchase Commitments, subject in any case to Liens permitted by Section 6.02; providedand all extensions, that Liens upon any parcel of real property shall only be required to be granted when either the book valuerenewals and modifications or substitutions thereof or thereto, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute deliver or cause to be executed (subject delivered to the grace periods provided in Section 5.09 for applicable Investor the joinder of Subsidiary Guarantors)Mortgage Loans and Mortgagebacked Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the expiration thereof; and (e) maintain, Collateral Documents (includingand, upon the request of the Administrative Agentrequest, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery make available to the Administrative Lender, the Agent or the Security Agent the originals, or copies in any case where the original has been delivered to the Security Agent or to an Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, Master Commitments, Hedging Contracts and all such Collateral Documentsrelated Mortgage Loan documents and instruments, together with appropriate corporate resolutions and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject information and data relating to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower Company will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Obligations, 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 6.02; provided10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, that Liens upon any parcel of real property shall 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 granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Collateral Agent for to secure the benefit Secured Obligations in accordance with the terms and conditions of the Secured PartiesCollateral 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 all real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all extent such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject pledge thereunder is prohibited by applicable law or counsel to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge holders of the Collateral Notes reasonably determines that such pledge would not provide material credit support for the benefit of the Borrower or such Subsidiary Guarantor Secured Parties pursuant to legally valid, binding and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralenforceable pledge agreements.

Collateral. The NINTH.- For the purposes of securing due compliance of each and all of the obligations of Borrower under the terms hereof, no later than fifteen days from and after execution hereof, the Borrower will causeform, and on a separate document, a SALE AND PAYMENT TRUST whereby the Borrower will cause each other Loan Party that is a Subsidiary Guarantor contribute such amount of CPO’s as it may be necessary to causeequal the amount of THREE HUNDRED AND FIFTY MILLION DOLLARS, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded PropertyLAWFUL CURRENCY OF THE UNITED STATES OF AMERICA, to maintain a collateral ratio of one point four to one, in respect to outstanding balance of the Loan. Such Trust shall have the conditions which may be subject necessary for its operation and implementation. If the value of CPO’s contributed into the trust should fall below FIFTEEN PERCENT or more, the Borrower hereby agrees to contribute into the trust, additional CPO’s to maintain at all times the above required coverage of one point four to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000one. The Borrower shall have five days to elect to create a deposit of money in the account designated to that end by the Lender, for an amount equal to such number CPO’s as required to maintain the referred coverage of one point four to one. Given the fact that the Trust is not created concurrently [with execution hereof] and shall cause until such time the Trust is formed, the Borrower hereby, to secure compliance of Borrower’s obligations hereunder, creates a first order and priority pledge upon the entirety of the shares of stock it holds in CONTROL ADMINISTRATIVE MEXICANO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, and indirectly, through its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)subsidiary, Collateral Documents (includingCEMEX MEXICO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, upon the request entirety of the Administrative Agentshares of stock it holds in CAMCEM, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative AgentSOCIEDAD ANONIMA DE CAPITAL VARIABLE. The Borrower further agrees pledge created herein shall remain effective for fifteen calendar days from and after execution hereof, provide that the Trust referred to deliver or cause in the delivery preceding paragraph shall have been formed at Lender’s satisfaction. If the Trust cannot be formed for whatever reason, this Agreement shall terminate and foreclosure efforts as to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as Pledge created herein shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralcommence.

Collateral. The (a) Subject to the limitations on property or assets acquired after the Effective Date set forth in Section 5.13, the Borrower will causewill, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to causeto, (i) cause all of its owned property (whether personal, tangible, intangible, or mixed), other than subject to the exceptions contained herein and in any Collateral Document and excluding the Excluded Property, Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Obligations, Obligations in accordance with the terms and conditions of the Collateral Documents, subject in all cases to Permitted Liens. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock (other than Excluded Assets) of each Pledge Subsidiary directly owned by the Borrower or any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required other Credit Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing: (1) no Pledge Agreement in respect of the Capital Stock of any Pledge Subsidiary shall be required hereunder to the extent such pledge thereunder would be prohibited by applicable law, or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured PartiesObligations pursuant to legally valid, with respect to all of the binding and enforceable Pledge Agreements; (2) no Mortgages covering real property of the Borrower or such Subsidiary Guarantor constituting or other than Fee Owned Real Property shall be required to constitute Collateral; provided that hereunder, and no pledge of the Equity Interests of a Foreign Subsidiary Mortgages shall be required hereunder to the extent such Mortgages are not readily obtainable under relevant applicable law or if the Administrative Agent or its counsel reasonably determines that such Equity Interests constitute Excluded PropertyMortgage would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, binding and enforceable Mortgages; provided, further, that (3) no local-law pledge documentation shall be Mortgages are required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver hereunder until December 31, 2009 or cause the delivery to such later date as the Administrative Agent may agree in the exercise of all its reasonable discretion (it being understood and agreed that the failure to deliver such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested Mortgages by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that date ultimately required by the Administrative Agent shall be constitute a Default under clause (d)(i) of Article VII hereof) with respect to the Fee Owned Real Property owned by the Credit Parties on the Effective Date; provided that the Borrower hereby agrees to use its best efforts to cause the delivery of such Mortgages as soon as reasonably satisfied that practicable after the Effective Date; (4) no vehicle titles for the motor vehicles owned by the Credit Parties and titled to reflect the Administrative Agent has a first priority perfected security interest in as the lienholder on the Effective Date need to be retitled to reflect the Administrative Agent as the lienholder; and pledge of (5) no Mortgages or vehicle titles shall be required hereunder to the Collateral of extent the Borrower or such Subsidiary Guarantor is in compliance with the Mortgage and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralVehicle Title Requirement).

Collateral. The Borrower Company will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Obligations, 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 6.02; provided10.6 hereof (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts, that Liens upon any parcel of real property shall and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement unless the holders of the Notes have received written notice of such Mortgage at least 30 days prior to such execution or recording and the Required Holders have confirmed that their flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to the Required Holders (such confirmation not to be granted when either unreasonably withheld or delayed). Without limiting the book value, or if generality of the Borrower has a fair market appraisal of such parcelforegoing, the appraised value thereof equals 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 exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause any other Credit Party to be executed (subject at all times to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)a first priority, Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Collateral Agent for to secure the benefit Secured Obligations in accordance with the terms and conditions of the Secured PartiesCollateral 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 all real property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all extent such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject pledge thereunder is prohibited by applicable law or counsel to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge holders of the Collateral Notes reasonably determines that such pledge would not provide material credit support for the benefit of the Borrower or such Subsidiary Guarantor Secured Parties pursuant to legally valid, binding and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralenforceable pledge agreements.

Collateral. The Borrower will causeEffective upon any Subsidiary becoming a Guarantor after the date hereof, and will Holdco shall cause each other Loan Party that is such Guarantor within fifteen Business Days after becoming a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties a first (subject to secure Permitted Liens) priority security interest in all assets (including real property and the ObligationsCapital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. Holdco will, in accordance with and will cause the terms Borrower and conditions 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 Documentsas the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, subject (a) neither Holdco, the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any case asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) 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 Liens permitted by Section 6.02relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided, that Liens upon in no event shall any parcel control agreements be required) containing any of the foregoing, other assets requiring perfection through control agreements, letter-of-credit rights, leasehold real property shall only be required to be granted when either the book valueproperty, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall motor vehicles and shall cause its Domestic Subsidiaries to execute or cause to be executed (other assets subject to the grace periods provided in Section 5.09 for the joinder certificates of Subsidiary Guarantorstitle (other than any corporate aircraft), Collateral Documents (including, upon interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the request consent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Administrative AgentCode, applicable local law pledge documents(e) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests Capital Stock of a Foreign Subsidiary Subsidiaries shall be required hereunder if such Equity Interests constitute Excluded Property; providedlimited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agentf) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the Administrative Agent has a first priority perfected cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) agreements shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrequired.

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor All assets of the Administrative Agent Corporation and its operating subsidiaries, except for items related to the benefit Accounts Receivables of the Secured Parties Corporation, until the Debenture is either converted to secure Common Shares or repaid in full. Redemption: After the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcelMinimum Term, the appraised value thereof equals or exceeds Corporation shall retain the right to convert the Debentures into Common Shares at the Conversion Price at any time so long as Corporation’s Common Shares have traded at a minimum volume weighted average price of $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed 3.00/share for 20 consecutive trading days (subject to In Kind Limitations, as defined herein). Such right must be exercised by the grace periods provided Corporation within 5 days of the 20 trading day period. In the event the Corporation exercises this right, all Common Shares shall be given Piggyback Registration rights as defined herein. The Corporation shall also retain the option to redeem the Debentures at a redemption price equal to 115% of their Par value, plus any accrued and unpaid interest, payable in Section 5.09 cash at any time after the Minimum Term so long as Corporation’s Common Shares have traded at a minimum volume weighted average price of $3.00/share for 20 consecutive trading days (subject to In Kind Limitations, as defined herein). If the Corporation chooses to redeem the Debentures equal to 115% of their Par value, the Corporation must give written notice to the holders of the Debentures and allow the holders the right to convert the Debentures into the Corporation's Common Shares at the Conversion Price within ten days of being notified of Corporation’s intent to redeem. In Kind Limitations: In order for the joinder of Subsidiary Guarantors)Corporation to maintain its right to pay Coupon payments, Collateral Documents (includingand/or Redemption proceeds that are payable with the Corporation’s Common Shares, upon the request Corporation must be publicly listed and have freely tradable Common Shares. For clarity, the holder of the Administrative Agent, applicable local law pledge documents) in favor Debentures will still maintain the right to convert Debentures into Common Shares regardless if the Corporation’s Common Shares are publicly trading after the Minimum Term. Change of Control: In the event of the Administrative Agent acquisition of voting control or direction over 50% or more of Corporation’s Common Shares before the Minimum Term, each holder of Debentures will have the right to require the Corporation (including any successor entity to the Corporation) to make an offer, within 20 days following the consummation of the change of control to purchase for cash, such holder’s outstanding Debentures then outstanding at a price equal to 110.0% of the principal amount thereof plus any accrued interest. Anti-Dilution: Proportional adjustments of the conversion rights attached to the Debentures will be made for stock splits, stock dividends, recapitalizations and the like. Notwithstanding the foregoing, for greater certainty, no anti-dilution adjustment would be made on account of any new issuance of securities of the Corporation including (i) upon conversion of the Debentures issued as part of this Offering, or (ii) any issuance of stock options pursuant to the Corporation’s approved stock option plan, so long as the "option pool" available for issuance pursuant to such stock option plan does not exceed ten percent (10%) of the Common Shares, calculated on a fully-diluted basis as of the Closing Date, or (iii) any issuance of securities issued in an additional financing, however subject to applicable anti-dilution laws in Canada and the United States, or (iv) securities issued in connection with mergers or acquisitions. Liens & Indebtedness: The Corporation will repay all outstanding indebtedness to its lenders, if any, out of the proceeds of the Debenture funding, and remove all registrations, liens or other charges against the Corporation at closing. Registration Rights: Holders will have full rights to Piggyback Registration after the Minimum Term is met, subject to customary underwriter's cutbacks, as may be required. If at any time the Corporation proposes to file a Registration Statement after the Minimum Term is met, whether or not for sale for the benefit of the Secured PartiesCorporation’s own account, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of on a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that would permit registration of Registrable Securities, Corporation shall give to the Administrative Agent and the holders of Debentures, written notice of such proposed filing at least ten (10) days before the anticipated filing. The notice referred to in the preceding sentence shall be reasonably satisfied that offer Holder the Administrative Agent has opportunity to register such amount of Registrable Securities as Holder may request (a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto"Piggyback Registration"), subject to any Liens permitted by Section 6.02 of the Credit Agreement; providedcustomary underwriter's cutbacks, that no such Lien (other than Permitted Priority Liens) shall as may be permitted to have priority over the Administrative Agent’s Liens on the Collateral.required..

Collateral. The Borrower 12.1 Each of the Company and NTSI, as applicable, will causedirect all present and future Account Debtors of NTSI set forth on Schedule 6.17 hereof, and will cause each other Loan Party that is a Subsidiary Guarantor persons obligated to cause, all make payments constituting Accounts of its owned property Assigned Contracts to make such payments directly to the lockbox maintained by the Company (whether personal, tangible, intangible, or mixed), other than Excluded Property, the "Lockbox") with North Fork Bank pursuant to be subject at all times to first priority, perfected Liens in favor the terms of the Administrative Agent for Lockbox Agreement dated May 16, 2005 or such other financial institution accepted by the benefit of Purchaser in writing as may be selected by the Secured Parties Company (the "Lockbox Bank"). On or prior to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcelClosing Date, the appraised value thereof equals or exceeds $10,000,000. The Borrower Company and NTSI, as applicable, shall and shall cause its Domestic Subsidiaries the Lockbox Bank to execute or cause to be executed (subject enter into all such documentation acceptable to the grace periods provided Purchaser pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by the Company in Section 5.09 for writing and (b) comply only with the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request instructions or other directions of the Administrative Agent, applicable local law pledge documents) in favor Purchaser concerning the Lockbox. All of the Administrative Agent NTSI's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of any Assigned Contract shall conspicuously direct that all payments be made to the Lockbox. Within thirty (30) days of closing, the Company shall provide copies of all invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account relating to any Assigned Contract each clearly directing Account Debtors to make all payments to the Lockbox. If, notwithstanding the instructions to Account Debtors, the Company and or NTSI, as applicable receives any payments, the Company and or NTSI, as applicable, shall immediately remit such payments to the Lockbox in their original form with all necessary endorsements. Until so remitted, the Company and or NTSI, as applicable shall hold all such payments in trust for the benefit of the Secured Parties, with respect to all of and as the property of the Borrower Purchaser and shall not commingle such payments with any of its other funds or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralproperty.

Collateral. The Borrower (a) It is the intent of the parties hereto that the Secured Obligations shall be secured by the Collateral. On or prior to the Closing Date, the Borrower, JDN AL and JDN Holdings will causeexecute and deliver to the Collateral Agent the Security Documents pertaining to the Properties described in Exhibit J as Initial Borrowing Base Properties, and will cause each the Security Documents (other Loan Party that is a Subsidiary Guarantor than the Hazardous Materials Indemnity Agreement) shall be filed for record at the earliest practicable time, and in any event prior to causethe making of any Initial New Advances. Within 3 days after the delivery thereof to the Borrower, the Borrower, JDN AL and JDN Holdings, as applicable, shall execute and deliver to the Collateral Agent the Security Documents pertaining to the other Properties described on Exhibit J as being Borrowing Base Properties, and the Security Documents (other than the Hazardous Materials Indemnity Agreement) shall be filed for record (as applicable) at the earliest practicable time. On and after the Closing Date, the Borrower shall commence and diligently pursue the delivery to the Agent of all of its owned property (whether personalthe Real Property Documents pertaining to each of the Borrowing Base Properties, tangiblewhich, intangibleas to each Borrowing Base Property, or mixed), shall be delivered as soon as all items other than Excluded Property, to be subject at all times to first priority, perfected Liens the items described in favor clauses (xi) and (xii) of the Administrative definition of Real Property Documents are available, and within 90 days after the Closing Date, the Borrower and the Guarantors shall have completed the delivery to the Agent for the benefit all of the Secured Parties Real Property Documents pertaining to secure the Obligations, in accordance with the terms and conditions each of the Collateral DocumentsBorrowing Base Properties, subject which in any case all cases must be reasonably satisfactory to Liens permitted by Section 6.02the Agent; provided, that Liens upon however, as to the items described in clauses (xi) and (xii) of the definition of Real Property Documents, such obligation shall be to use commercially reasonable efforts during such 90 day period (and thereafter) to obtain and deliver such items to the Collateral Agent from Major Tenants and, if requested by the Agent from time to time, from any parcel of real property other tenants. The Borrower and Agent shall only be required to be granted when either the book value, or if the Borrower has agree on a fair market appraisal of such parcel, the appraised stipulated value thereof equals or exceeds $10,000,000for establishing mortgagee title insurance Coverage on each Borrowing Base Property. The Borrower shall pay all recording fees and shall cause its Domestic Subsidiaries to execute costs and stamp, intangible or cause to be executed (subject to other taxes payable in connection with the grace periods provided in Section 5.09 filing for record the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Security Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The obligations of the Borrower in respect of the Facility and at the Borrower’s option, in respect of Permitted Interest Rate Xxxxxx (as defined below) shall be secured by, in each case, to the extent owned by the Borrower (a) a perfected first priority security interest in all of the Investments, including Eligible Assets and Temporary Investments owned by the Borrower, (b) a pledge by the Borrower of 100% of the equity interests of the Financing Subsidiaries owned by the Borrower, (c) the Borrower’s rights under Permitted Interest Rate Xxxxxx, (d) all other existing and future assets and property of the Borrower, including the Custodial Account and the Interest Reserve Account (as such terms are defined below) and (e) any and all proceeds of the foregoing (collectively, the “Collateral”). Notwithstanding the foregoing, (i) if a Half Turn Election is in effect, in connection with the incurrence of permitted Third Party Debt by a Financing Subsidiary, Eligible Assets may be contributed to such Financing Subsidiary or may be acquired by such Financing Subsidiary and will not constitute or will cease to constitute, as the case may be, Collateral and will be available to secure such Third Party Debt and (ii) the Borrower may elect to secure Permitted Interest Rate Xxxxxx with cash collateral on customary terms, in which case such collateral will not constitute Collateral and will not be included in the calculation of the Asset Coverage Ratio (as defined below) or the Leverage Ratio (as defined below). CUSTODIAL ACCOUNT Eligible Assets and Temporary Investments held by the Borrower will cause, be maintained in a Custodial Account (the “Custodial Account”). All Investment Proceeds in respect of Investments held by the Borrower (but not the Investment Proceeds from Investments held by any Financing Subsidiary unless and will cause until such proceeds are distributed to the Borrower by such Financing Subsidiary) received during each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to Collection Period shall be subject at all times to first priority, perfected Liens in favor of deposited into the Administrative Agent Custodial Account for the benefit of the Secured Parties to secure the Obligations, allocation and distribution in accordance with the terms and Priority of Payments on the related Loan Payment Date, except in the instance of a withdrawal by the General Partner in accordance with the conditions of specified therein. Amounts on deposit in the Collateral Documents, subject Custodial Account may be invested in any case to Liens permitted Temporary Investments as determined by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000General Partner. INTEREST RESERVE ACCOUNT The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed establish an interest reserve account (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.the

Collateral. (a) The Borrower will causedue and punctual payment of the Note Obligations, including payment of the principal of, premium on, if any, and will cause each interest on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, and all other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor obligations of the Administrative Collateral Guarantors to the Holders or the Trustee or the Collateral Agent under the Note Documents are secured as provided in the Security Documents which the Collateral Guarantors have entered into simultaneously with the execution of this Indenture and will be secured as provided by the Security Documents hereafter delivered as required by this Indenture, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent has a security interest in the Collateral for the benefit of the Secured Parties to secure Holders, the ObligationsTrustee and itself, in accordance each case pursuant and subject to the terms of the Security Documents. The Issuer and the Guarantors shall make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements and filings with the terms United States Patent and conditions Trademark Office and the United States Copyright Office of notices of grant of security interest in Intellectual Property) and take all other actions, in each case as are required by the Security Documents, to create, maintain, perfect, record, continue, enforce or protect (at the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Security Documents in the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request terms of the Administrative Agent, applicable local law pledge documentsIntercreditor Agreements and the Security Documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of as a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of within the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, time frames set forth therein subject to any permitted Liens permitted and the priority required by Section 6.02 of the Credit Agreement; provided, that no such Lien (Intercreditor Agreement and the other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralSecurity Documents.

Collateral. The Collateral for a loan made by Lender to Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all shall consist of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book valuecas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower has with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the “Collateral”). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Securities are obligations of the Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness (“Debt Securities”), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the interest accrued on such Debt Securities. The Collateral shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a fair market appraisal of such parcelcontinuing security interest in and lien upon, or title to, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall Collateral and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder have right of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, set-off with respect to all Collateral as to all obligations of Borrower to Lender whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the property of unqualified right to sell, transfer, assign or pledge the Borrower or collateral which will become Collateral and that such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedcollateral, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the upon delivery to the Administrative Agent Lender, will be free of all such Collateral Documentsany lien, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower claim or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralencumbrance.

Collateral. The Borrower will causedue and punctual payment of the principal of, interest on and other amounts (if any) owing in respect of, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest on and other amounts (if any) owing in respect of, the Notes and performance of all other obligations of Funding Corp. to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured by the Indenture Collateral as provided in this Indenture and in the Security Documents, each of which has been entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Indenture Collateral), as each may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into each of the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Funding Corp. shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause each other Loan Party that is a Subsidiary Guarantor to cause, be done all of its owned property (whether personal, tangible, intangiblesuch acts and things as may be necessary or proper, or mixed), other than Excluded Propertyas may be required by the provisions of the Security Documents, to be subject at assure and confirm to the Trustee and the Collateral Agent the security interest in the Indenture Collateral contemplated hereby and by the Security Documents, or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. Funding Corp. shall take upon request of the Trustee, any and all times actions reasonably required to cause the Security Documents to create and maintain, as security for the obligations of Funding Corp. hereunder and under the Notes, a valid and enforceable perfected first prioritypriority Lien in and on all the Indenture Collateral, perfected Liens in favor of the Administrative Collateral Agent or the Trustee, as the case may be, for the benefit of the Secured Parties Holders of Notes, superior to secure and prior to the Obligations, in accordance with the terms rights of all third Persons and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will causeObligations shall be secured by valid, perfected, and will cause each other Loan Party that is a Subsidiary Guarantor to causeenforceable Liens on all right, all of its owned property (whether personaltitle, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor and interest of the Administrative Agent for the benefit of the Secured Parties to secure the ObligationsBorrower and each Domestic Subsidiary in all personal property, in accordance with the terms fixtures, and conditions of the Collateral Documentsreal estate, subject in any case to Liens permitted by Section 6.02whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, that however, that: (i) (A) until a Default or Event of Default has occurred and is continuing and thereafter until notice otherwise by the Bank, Liens upon any parcel of real property shall only be required to be granted when either the book value, or if on local xxxxx cash accounts maintained by the Borrower and the Guarantors in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and (B) Liens on payroll accounts maintained by the Borrower and the Guarantors need not be perfected provided the applicable deposit account is a zero balance account and the total amount on deposit at any time does not exceed the current amount of their payroll obligations; (ii) until a Default or Event of Default has occurred and is continuing and thereafter until notice otherwise by the Bank, Liens on vehicles which are subject to a fair market appraisal certificate of title law need not be perfected provided that the total value of such parcel, property at any one time not so perfected shall not exceed $100,000 individually or $500,000 in the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed aggregate; (subject to iii) Liens on the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests equity interests of a Foreign Subsidiary which, if granted, would cause an increase in the Borrower’s federal income tax liability shall be limited to 65% of the total outstanding equity interests of such Foreign Subsidiary; and (iv) unless otherwise required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative AgentBank during the existence of any Event of Default, Liens on Commercial Tort Claims need not be perfected where the total value of such property at any one time not so perfected shall not exceed $100,000 individually or $250,000 in the aggregate. The Borrower further acknowledges and agrees to deliver or cause that the delivery to Liens on the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions shall be valid and other documentation perfected first priority Liens (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienPermitted Liens), in each case pursuant to one or more Collateral Documents in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that Bank. The Obligations shall further be secured by the Administrative Agent shall be reasonably satisfied that Cash Collateral for the Administrative Agent has a first priority perfected security interest in and pledge period beginning on or prior to the date of the Collateral initial extension of the Borrower or such Subsidiary Guarantor credit hereunder and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens ending on the CollateralCash Collateral Release Date.

Collateral. The Borrower will cause(a) Where Resources is required to provide Collateral pursuant to this Agreement, such Collateral shall be held by the Applicable REI Party and will cause each other Loan be in an amount equal to the maximum potential liability the Applicable REI Party has under the applicable Remaining Credit Support Arrangement, provided in the event that Resources elects to provide Collateral in the form of treasury bonds or in cases where the maximum potential liability is denominated in a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), currency other than Excluded PropertyU.S. Dollars, the Collateral shall be in an amount reasonably acceptable to REI in excess of the maximum potential liability. In cases where the Remaining Credit Support Arrangement provides for a maximum limit for the Applicable REI Party's liability and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to be subject at all times such maximum limit. In cases where the Remaining Credit Support Arrangement does not provide for such maximum limit and there is an open transaction secured by such Remaining Credit Support Arrangement, the Applicable REI Party's maximum potential liability shall be deemed to first priority, perfected Liens in favor be the reasonably anticipated exposure of the Administrative Agent for Applicable REI Party at the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be time Resources is required to be granted when either provide the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge the amount of the Equity Interests of a Foreign Subsidiary Collateral shall be required hereunder if reviewed from time to time and any excess will be returned to, and any shortfalls will be replenished by, Resources within three business days of notice of such Equity Interests constitute Excluded Property; provided, further, that excess or shortfall. In cases where there is no local-law pledge documentation open transaction secured by the Remaining Credit Support Arrangement (regardless of whether or not such Remaining Credit Support Arrangement provides for a maximum limit for liability of the Applicable REI Party) Resources shall not be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery provide Collateral if Resources provides an officer's certificate to the Administrative Agent of all such Collateral Documentsforegoing fact, together with appropriate corporate resolutions and other documentation (its written undertaking to take no action, including legal opinions, engaging in further transactions with the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge beneficiary of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the applicable Remaining Credit Agreement; providedSupport Arrangement, that no could increase the Applicable REI Party's exposure under such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralRemaining Credit Support Arrangement.

Collateral. The Borrower will cause, Obligations shall be secured by (i) a perfected first priority lien or security title and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, security interest to be subject at all times to first priority, perfected Liens in favor of the Administrative held by Agent for the benefit of Lenders in the Secured Mortgaged Properties and certain personal property of Loan Parties related to secure the ObligationsMortgaged Properties, in accordance with pursuant to the terms and conditions of the Collateral DocumentsSecurity Deeds, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required (ii) a perfected first priority security interest to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative held by Agent for the benefit of Lenders in the Secured PartiesLeases pursuant to the Security Deeds and the Assignment of Leases and Rents, with respect in the Mineral Rights Leases pursuant to the Assignment of Mineral Rights Leases, and in the Timber Purchase Agreement pursuant to the Collateral Assignment of Timber Purchase Agreement, (iii) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Account and all monies, instruments and investments from time to time held therein, (iv) a perfected first priority pledge of and security interest in all issued and outstanding Equity Interests held by any Loan Party in another Loan Party or in any Joint Venture pursuant to the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; Pledge and Security Agreement, provided that no in the event a pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if or security interest in such Equity Interests constitute Excluded Property; providedin any Joint Venture pursuant to the Pledge and Security Agreement is not permitted under the Organizational Documents of the applicable Joint Venture or pursuant to any other agreement, further, that no local-law pledge documentation then such security interest shall be required limited to an assignment of such Loan Party’s rights to any distributions made or to be delivered unless requested made by such Joint Venture in favor of Agent for the Administrative Agent. The Borrower further agrees to deliver or cause the delivery benefit of Lenders pursuant to the Administrative Agent Assignment of all Rights to Joint Venture Distributions, such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blankor rights shall not be included as Collateral, and (v) such other documents additional collateral, if any, as shall be reasonably requested by the Administrative Agent) Loan Parties may agree to grant and perfect such Lien, in each case in form Agent for the benefit of Lenders from time to time may accept as security for the Obligations. The Loan Parties agree that all existing and substance reasonably satisfactory to the Administrative Agent, thereafter acquired Timberland and in a manner that the Administrative Agent High Value Timberland shall be reasonably satisfied that included in the Administrative Agent has a first priority perfected security interest in and pledge Mortgaged Properties except for Real Estate distributed as part of the Collateral of the Borrower or such Subsidiary Guarantor TEMCO Investment and all rights, title, power and privileges related thereto, subject to any Liens permitted as otherwise agreed by Section 6.02 of the Credit Agreement; provided, that no such Lien (Agent. All Borrowing Base Assets other than Permitted Priority Liens) the Mineral Business shall be permitted included in the Mortgaged Properties if Borrower elects to have priority over the Administrative Agent’s Liens on the Collateralsecure all such Borrowing Base Assets pursuant to §9.2(b).

Collateral. The Borrower will causeAs security for the prompt and complete payment or performance, and will cause each other Loan Party that is a Subsidiary Guarantor to causeas the case may be, all in full of its owned property the Secured Notes Obligations (whether personalincluding, tangiblein any event, intangible, or mixedthe Secured Notes Obligations in respect of the Additional Notes (the “Additional Secured Notes Obligations”)), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor each of the Administrative Agent Issuer and each Guarantor (each, a “Grantor”) hereby pledges, collaterally assigns, mortgages, transfers and grants to the Notes Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties Notes Secured Parties, a continuing security interest in all of its right in, and title and interest to secure and under, all of the Collateral (as defined in the Initial Indenture), whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Grantor, and regardless of where located. Notwithstanding the foregoing, for the avoidance of doubt, the term “Collateral” (and any component definition thereof) shall not include any Excluded Asset (as defined in the Initial Indenture). For the avoidance of doubt, the security interest granted herein is duplicative of the security interest granted in the Security Agreement, does not affect the validity, scope or existence of the security interest created pursuant to the Security Agreement and shall not be junior to the liens granted pursuant to the Security Agreement, and the Additional Secured Notes Obligations shall be secured on a pari passu basis with the other Secured Notes Obligations. The security interests granted pursuant to this Section 3 shall be governed by the same terms, covenants and conditions governing the security interests granted pursuant to the Security Agreement. Each Grantor hereby authorizes the Notes Collateral Agent (but without obligation) to file all financing statements and amendments and continuations thereto with respect to the Collateral naming such Grantor as debtor and the Notes Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with the terms and conditions Section 13.01 of the Initial Indenture. Any financing statement filed by the Grantors or the Notes Collateral Documents, subject Agent may be filed in any case to Liens permitted by Section 6.02; providedfiling office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as all assets of the applicable Grantor whether now owned or hereafter acquired or arising or words of similar effect, that Liens upon regardless of whether any parcel particular asset comprised in the Collateral falls within the scope of real property shall only be required to be granted when either Article 9 of the book valueUCC of such jurisdiction, or if (B) by any other description which reasonably approximates the Borrower has a fair market appraisal description contained in the Security Agreement and (ii) contain any other information required by part 5 of such parcel, Article 9 of the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 UCC for the joinder sufficiency or filing office acceptance of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower any financing statement or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agentamendment. The Borrower further Each Grantor agrees to deliver or cause the delivery to the Administrative Agent of all furnish any such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be information reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory Notes Collateral Agent to the Administrative AgentNotes Collateral Agent promptly upon such request. Notwithstanding the foregoing or anything to the contrary contained herein, (i) the Notes Collateral Agent shall have no responsibility or obligation for the determination, preparation, recording, filing, re-recording or re-filing of any financing statement, continuation statement or any other instrument in any public office and (ii) each Grantor agrees to prepare, record and file, at its own expense, financing statements (and amendments or continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the security interest created, or intended to be created, by this Supplemental Indenture or the Security Agreement in the Collateral, and in to deliver a manner that file stamped copy of each such financing statement or other evidence of filing to the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Notes Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause(a) Each Person that becomes a Guarantor after the Issue Date shall, to the extent required by this Indenture and subject to any applicable limitation in this Indenture and any Security Document, also become a party to the applicable Security Documents pursuant to the terms of this Indenture and, within the time periods set forth in this Indenture and the applicable Security Documents, shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and will cause each other Loan Party that is a Subsidiary Guarantor to causesubstantially in the form delivered on the Issue Date or the date first delivered, all of its owned property as applicable (whether personal, tangible, intangible, or mixedbut no greater scope))), other than Excluded Property, as may be necessary to be vest in the Security Agent a perfected first-priority security interest (subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel4.06, the appraised value thereof equals definition of “Permitted Liens” and the Agreed Security Principles) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary in order to have such property or exceeds $10,000,000. The Borrower shall asset added to the Collateral as required under, and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided limitations set forth in the Security Documents and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Future Liens granted pursuant to this provision shall be released as set forth in Section 5.09 4.06 or Section 11.03, as applicable. In addition, a Lien of a future Guarantor granted pursuant to this Section 4.15 will be deemed to provide by its terms that it shall be automatically and unconditionally released and discharged with the release of such future Guarantor’s Note Guarantee or other assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required the joinder granting of Subsidiary Guarantors)a Note Guarantee pursuant to Section 4.14 by such future Guarantor. The Trustee and the Security Agent shall each take all necessary actions, Collateral including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Issuers to evidence any release of a Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. (b) [reserved] (c) To the extent that any instrument or deliverable under the Security Documents (including, upon relating to the request of Notes is not delivered on or prior to the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, Issue Date with respect to all of the property of Collateral, the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedIssuers will, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or and will cause the Guarantors to, deliver such instruments and deliverables within 60 days from the Business Day falling immediately after the Issue Date or, if longer in accordance with the timelines for delivery to of any such instrument or deliverable under the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by relevant Security Document. Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral4.16.

Collateral. (a) Except for the security interest created by the Collateral Documents, each Credit Party owns the Collateral owned by such Credit Party free and clear of any Lien other than Permitted Liens. (b) The Borrower will causeexecution and delivery of the Collateral Documents by the Credit Parties, together with (i) the actions taken on or prior to the Closing Date pursuant to Section 3 and will cause each other Loan Party that is a Subsidiary Guarantor Section 5 of the Original Credit Agreement and (ii) the delivery to cause, Collateral Agent of any Pledged Collateral not delivered to Collateral Agent at the time of execution and delivery of the applicable Collateral Document (all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, which Pledged Collateral has been so delivered in accordance with the terms and conditions requirements of the applicable Collateral Documents, subject in any case ) are effective to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties, with as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect to of any Collateral), a valid and perfected First Priority Lien on all of the property Collateral, and all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority Lien 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 Effective Date which have been delivered to Collateral Agent for filing (but not yet filed), the filing of any Mortgages, the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Collateral Agent and the entering into of any deposit account and securities account control agreements. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required Liens purported to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent created in favor of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that for the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge benefit of Secured Parties, pursuant to any of the Collateral Documents or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Borrower Collateral Documents or created or provided for by applicable law), except for filings or recordings contemplated by this Section 4.13 and except for consents referred to in Sections 4.4 and 4.5 and except as may be required, in connection with the disposition of any Pledged Collateral, by laws generally affecting the offering and sale of securities and except as may be required in connection with the foreclosure of any Mortgage. (d) Except such Subsidiary Guarantor and as may have been filed in favor of Collateral Agent, for the benefit of Secured Parties, as contemplated by this Section 4.13 or have been filed in connection with Permitted Liens, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all rights, title, power and privileges related thereto, subject to or any Liens permitted by Section 6.02 part of the Credit Agreement; provided, that Collateral is on file in any filing or recording office and (ii) no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over effective filing covering all or any part of the Administrative Agent’s Liens Collateral which is Intellectual Property is on file in the CollateralUnited States Patent and Trademark Office or the United States Copyright Office or any similar foreign or state office.

Collateral. The Borrower will cause, Administrative Agent and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject the Lenders shall at all times have the rights and remedies of a secured party under the U.C.C., in addition to first prioritythe rights and remedies of a secured party provided elsewhere within this Agreement, perfected Liens in favor any other Related Writing executed by any Borrower or otherwise provided in law or equity. Upon the occurrence of an Event of Default and at all times thereafter, the Administrative Agent for may require the benefit of Borrowers to assemble the collateral securing the Secured Parties to secure the Obligations, in accordance with the terms which each Borrower agrees to do, and conditions of the Collateral Documents, subject in any case make it available to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for and the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of Lenders at a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required reasonably convenient place to be delivered unless requested designated by the Administrative Agent. The Borrower further agrees to deliver or cause To the delivery to extent permitted by applicable Law, the Administrative Agent may, with or without notice to or demand upon such Borrower and with or without the aid of all legal process, make use of such Collateral Documentsforce as may be necessary to enter any premises where such collateral, together with appropriate corporate resolutions or any thereof, may be found and other documentation to take possession thereof (including legal opinionsanything found in or on such collateral that is not specifically described in this 112 Agreement, each of which findings shall be considered to be an accession to and a part of such collateral) and for that purpose may pursue such collateral wherever the stock certificates representing same may be found, without liability for trespass or damage caused thereby to such Borrower. After any delivery or taking of possession of the Equity Interests subject collateral securing the Secured Obligations, or any portion thereof, pursuant to this Agreement, then, with or without resort to any Borrower personally or any other Person or property, all of which each Borrower hereby waives, to the above-described pledge, stock powers with respect thereto executed in blankextent permitted by applicable Law, and upon such other documents terms and in such manner as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienAgent may deem advisable, in each case in form and substance reasonably satisfactory to the Administrative Agent, in its discretion, may sell, assign, transfer and deliver any of such collateral at any time, or from time to time. No prior notice need be given to any Borrower or to any other Person in a manner the case of any sale of such collateral that the Administrative Agent shall determines to be reasonably satisfied perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case the Administrative Agent has a first priority perfected security interest in shall give the Borrowers not fewer than ten (10) days prior notice of either the time and pledge place of any public sale of such collateral or of the Collateral time after which any private sale or other intended disposition thereof is to be made. To the extent permitted by applicable Law, each Borrower waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, the Administrative Agent or the Lenders may purchase such collateral, or any part thereof, free from any right of redemption, all of which rights each Borrower hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, secured by Xxxxx having precedence over this Agreement, the Administrative Agent may apply the net proceeds of each such sale to or toward the payment of the Borrower Secured Obligations, whether or not then due, in such Subsidiary Guarantor order and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over division as the Administrative Agent’s Liens on , in its sole discretion, may deem advisable. Any excess, to the Collateralextent permitted by law, shall be paid to the Borrowers, and each Borrower shall remain liable for any deficiency. In addition, the Administrative Agent shall at all times have the right to obtain new appraisals of any Borrower or any collateral securing the Secured Obligations, the cost of which shall be paid by the Borrowers.

Collateral. The Borrower will cause(a) Except as permitted under the Credit ---------- Agreement, the Pledgor shall: (i) be the sole owner of each and every item of Collateral free from any right, title or interest of any third Person (other than the holder of a Permitted Lien), (ii) defend the Collateral against the claims and demands of all third Persons (other than holders of Permitted Liens), (iii) in the case of tangible property constituting part of the Collateral, (A) properly maintain such property and keep it in good order and repair, subject to normal wear and tear, and will cause (B) keep such property fully insured with responsible companies of recognized national standing or otherwise acceptable to the Secured Party against such risks as such Collateral may be subject to under policies containing loss payable clauses naming the Secured Party as loss payee, (iv) comply with (A) all Applicable Laws relating to or affecting the Collateral and (B) the terms of all deeds and leases, mortgages and other Contracts relating to premises where any Collateral is located and (C) all license and franchise agreements and other Contracts pertaining to any of the Collateral, (v) duly fulfill all obligations on its part to be fulfilled under or in connection with all Receivables and General Intangibles and do nothing intentionally to impair the security interests of the Secured Party therein, (vi) subject, during an Event of Default, to the Secured Party's rights under Sections 3.02(f) and 3.02(i) hereof, endeavor to collect from the Collateral Debtor of each Collateral Obligation when due all amounts owing thereunder, except that this clause (vi) shall not require the Pledgor to take any action not in accordance with its customary collection practices, (vii) maintain its chief executive office and, if different from its chief executive office, each office where the books and records relating to any Receivables or General Intangibles are kept, only at and shall keep all tangible property constituting part of the Collateral only at or in transit to, (A) in the case of such chief executive office or other Loan Party that is a Subsidiary Guarantor to causeoffice, all the location thereof specified in, and in the case of its owned any such tangible property (whether personalconstituting part of the Collateral, tangibleany of the respective locations therefor specified in, intangiblethe Questionnaire, or mixed)(B) in any case, other a location of which the Secured Party has received not less than Excluded Property30 days prior written notice and which is located within one of the States of the United States, (viii) give the Secured Party (A) prompt notice of (1) the location of each new place of business opened by the Pledgor and (2) each new location of any Collateral, (ix) deliver to be subject at the Secured Party all times to first prioritycertificates and instruments evidencing Securities and Instrument Collateral, perfected Liens duly endorsed in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted Party or accompanied by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto duly executed in blank, and such other documents in either case as shall be reasonably requested by the Administrative AgentSecured Party and (x) to grant and perfect provide the Secured Party with such Lien, in each case in form and substance reasonably satisfactory other information as to the Administrative Agent, and in a manner that Collateral as the Administrative Agent shall be Secured Party may reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrequest.

Collateral. The As security for all indebtedness and other obligations of Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed)Bank, other than Excluded Propertyindebtedness that is excluded from such secured obligations by the terms of the security agreement(s) required hereunder, Borrower shall grant, and hereby confirms its prior grant, to be subject at Bank security interests of first priority in (i) all times Borrower’s accounts receivable and other rights to first prioritypayment, perfected Liens accounts (including without limitation the BBSI Collateral Account), general intangibles, inventory and equipment, (ii) all financial assets credited to the BBSI Collateral Account; (iii) all security entitlements with respect to the financial assets credited to the BBSI Collateral Account; (iv) any and all other investment property or assets maintained or recorded in favor the BBSI Collateral Account; and (v) all replacements or substitutions for, and proceeds of the Administrative Agent for sale or the benefit disposition of, any of the Secured Parties to secure the Obligationsforegoing, in accordance with including , without limitation, cash proceeds. As used herein, the terms “security entitlement,” “financial asset” and conditions “investment property” shall have the respective meanings set forth in the Oregon Uniform Commercial Code. As security for all indebtedness and other obligations of Borrower to Bank under Term Loan 1, Borrower shall grant, and hereby confirms its prior grant, to Bank a lien of not less than first priority on that certain real property located at 8000 XX Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. As security for all indebtedness and other obligations of Borrower to Bank under the Chubb Letter of Credit, Borrower shall cause ASSOCIATED INSURANCE COMPANY FOR EXCESS, an Arizona corporation (“AICE”) to grant to Bank security interests of first priority in all AICE’s accounts receivable and other rights to payment, accounts, general intangibles, inventory and equipment, and all replacements or substitutions for, and proceeds of the Collateral Documentssale or the disposition of, subject in any case to Liens permitted of the foregoing, including without limitation, cash proceeds. All of the foregoing shall be evidenced by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder terms of Subsidiary Guarantors)such security agreements, Collateral Documents (includingfinancing statements, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower deeds or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blankmortgages, and such other documents as Bank shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienrequire, in each case all in form and substance reasonably satisfactory to Bank. Borrower shall pay to and reimburse Bank immediately upon demand the Administrative Agentfull amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, collateral exams, audits, inspections, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateraltitle insurance.

Collateral. (a) The Borrower will causedue and punctual payment of the principal of, premium, if any, and will cause each other Loan Party that is a Subsidiary Guarantor to causeinterest on the Notes, all when and as the same shall become due and payable, whether on the Maturity Date, by acceleration or otherwise, the due and punctual payment of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Propertyinterest on the overdue principal of and interest on the Notes, to be subject at the extent lawful, and the due and punctual performance of all times to first priority, perfected Liens in favor Obligations of the Administrative Agent for Issuer and the benefit of Guarantors to the Secured Parties to secure Holders, the ObligationsTrustee and/or the Collateral Agent, in accordance with the terms of the Notes, this Indenture, the Note Guarantees and conditions the Third Lien Notes Security Documents, shall be secured, according to the terms hereunder or thereunder, by a Lien on the Collateral on a junior basis with respect to any Senior Obligations, subject to Permitted Liens and the terms of the First Lien and Third Lien Intercreditor Agreement, as provided in this Indenture and the Third Lien Notes Security Documents, and will be secured by all of the Collateral pledged pursuant to the Third Lien Notes Security Documents hereafter delivered as required or permitted by this Indenture and the Third Lien Notes Security Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for terms thereof. The Issuer and the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured PartiesHolders, with respect to all of hereby appoints U.S. Bank Trust Company, National Association as the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such initial Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and the Collateral Agent and the Trustee are hereby authorized and directed to execute and deliver the Third Lien Notes Security Documents to which it is a party. Each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities set forth in a manner that this Indenture and the Administrative Third Lien Notes Security Documents. Notwithstanding any provisions to the contrary contained elsewhere in this Indenture or the Third Lien Notes Security Documents, the duties of the Collateral Agent shall be reasonably satisfied that ministerial and administrative in nature and the Administrative Collateral Agent has a first priority perfected security interest in and pledge shall not be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor. Without limiting the generality of the Collateral foregoing sentence, the use of the Borrower term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Subsidiary Guarantor term is used merely as a matter of market custom, and all rights, title, power and privileges related thereto, subject is intended to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralcreate or reflect only an administrative relationship between independent contracting parties.

Collateral. The All obligations of the Borrower will causeand the Guarantors under the New First Lien Term Loan Facility, including, without limitation, all principal and accrued interest, premiums, Exit Payments, costs, fees, expenses and any other amounts due under the New First Lien Term Loan Facility (collectively, the “First Lien Obligations”), shall be secured by continuing, valid, binding, enforceable and perfected liens on, and will cause each other Loan Party that is a Subsidiary Guarantor to causesecurity interests in (collectively, the “Liens”), substantially all of its owned the property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor and assets of the Administrative Agent for Borrower and the benefit of the Secured Parties to secure the ObligationsGuarantors, in accordance with the terms and conditions of the Collateral Documentswhether now owned or hereafter acquired, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property which liens shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documentsa) in favor of the Administrative Agent for the benefit of the Secured Parties, first priority liens with respect to all “Term Loan Priority Collateral” (as defined in Initial Intercreditor (as defined in the Existing Term Loan Agreement)) and (b) second priority liens with respect to all “ABL Facility Priority Collateral” (as defined in Initial Intercreditor (as defined in the Existing Term Loan Agreement)), in each case, subject to customary exclusions applicable to facilities of this type (the “Collateral”). Notwithstanding the forgoing, the Collateral shall include pledges of 100% of the property capital stock of all Loan Parties (other than Holdings) and all first-tier non-Loan Parties, but no action (with respect to the Borrower creation or perfection of any such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation pledge) shall be required to be delivered unless requested by taken outside of the Administrative AgentUS and no non-US security documents shall be required. The Borrower further agrees to deliver or cause priorities of the delivery to Liens on the Administrative Agent Collateral securing the First Lien Obligations and the New ABL Facility, and the relative rights of all such Collateral Documentssecured parties under each of the New First Lien Term Loan Facility and the New ABL Facility, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests shall be subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralRequired Lenders.

Collateral. The (a) All outstanding Stock of the Borrower will causeand all Stock of each Subsidiary of the Borrower directly owned by Holdings, 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 will cause 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 Holdings, the Borrower and each other Loan Party Subsidiary of the Borrower that is owing to Holdings, the Borrower or a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Propertyshall, to the extent having an aggregate principal amount exceeding $7,000,000 individually be subject at 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 times 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 or the Required Lenders to first prioritybe filed, perfected registered or recorded to create the Liens in favor of intended to be created by any Security Document to be executed on the Administrative Agent for Closing Date and to perfect such Liens to the benefit of the Secured Parties to secure the Obligationsextent required by, in accordance and with the terms priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and conditions none of the Collateral Documentsshall be subject to any other pledges, subject in any case to Liens security interests or mortgages, except for Xxxxx permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000hereunder. (d) The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject have delivered to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)Collateral Agent a completed Perfection Certificate, Collateral Documents (including, upon the request executed and delivered by an Authorized Officer of the Administrative AgentBorrower, applicable local law pledge documents) in favor together with all attachments contemplated thereby. 124 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 Administrative Agent for Uniform Commercial Code or by the benefit delivery of the Secured Parties, with respect to all of the property stock or other equity certificates of the Borrower or such a Material Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests 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 Foreign Subsidiary condition precedent to the availability of the Initial Term Loans on the Closing Date but shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall instead be required to be delivered unless requested or provided within ninety (90) days after the Closing Date (or such later date as may be reasonably agreed by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to and the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be reasonably requested mutually agreed by the Borrower and the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to Agent or the ABL Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.as applicable. 6.3

Collateral. All collateral is stored at the Company’s principal place of business located at 0000 Xxx Xxxxxxx Xxxxx Xxxxx 00, Xxxxxxx, XX 00000.. The Borrower will cause, and will cause each other Loan Party that Company does not own any real estate SCHEDULE B Permitted Liens None 25 SCHEUDULE C Recordings Delaware SCHEDULE D Corporate Status The Company is a Subsidiary Guarantor Delaware corporation 27 SCHEDULE E Debtor Names None 28 SCHEDULE F Patents None 29 SCHEDULE G Government Account Debtors None 30 SCHEDULE H Ownership Equity in other entities None ANNEX A to causeSECURITY AGREEMENT FORM OF ADDITIONAL DEBTOR JOINDER Security Agreement dated as of October 2, all of 2017 made by R Squared Technologies, Inc. and its owned property (whether personalSubsidiaries party thereto from time to time, tangible, intangible, or mixed), other than Excluded Property, as Debtors to be subject at all times to first priority, perfected Liens and in favor of the Administrative Agent for Secured Parties identified therein (the benefit “Security Agreement”) Reference is made to the Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in, or by reference in, the Security Agreement. The undersigned hereby agrees that upon delivery of this Additional Debtor Xxxxxx to the Secured Parties referred to secure above, the Obligationsundersigned shall (a) be an Additional Debtor under the Security Agreement, in accordance with (b) have all the terms rights and conditions obligations of the Collateral Documents, subject in any case Debtors under the Security Agreement as fully and to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or same extent as if the Borrower has a fair market appraisal undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall date of execution and shall cause its Domestic Subsidiaries to execute or cause to be executed delivery of this Additional Debtor Joinder (subject except to the grace periods provided in Section 5.09 for extent such representation or warranty specifically refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the joinder Security Agreement, as applicable. Attached hereto is an original Guaranty executed by the undersigned and delivered herewith. An executed copy of Subsidiary Guarantors)this Additional Debtor Joinder shall be delivered to the Secured Parties, Collateral Documents (includingand the Secured Parties may rely on the matters set forth herein on or after the date hereof. This Additional Debtor Joinder shall not be modified, upon amended or terminated without the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit prior written consent of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will causeExcept with regard to Liens on Equipment constituting ---------- Fixtures, any reserved rights of the United States government as required under law, Liens upon Trademarks and will cause each other Loan Party that is a Subsidiary Guarantor to causeTrademark Licenses and Patents and Patent Licenses, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Propertywhich Liens, to be subject at all times to first priority, the extent not otherwise perfected Liens in favor by the filing of financing statements under the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, Uniform Commercial Code in accordance with the terms Security Documents, would, or in the case of Trademark Licenses and conditions Patent Licenses may, be perfected upon filing and acceptance thereof in the United States Patent and Trademark Office, Liens on uncertificated securities, Liens on Collateral the perfection of which requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or 118 the District of Columbia, and Liens on Contracts or Accounts on which the United States of America or any department, agency, or instrumentality thereof is the obligor, and except for the claims of creditors of Persons receiving goods included as Collateral Documentsfor "sale or return" within the meaning of Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, subject upon filing of the financing statements delivered to the Administrative Agent by the Borrower on the Closing Date in the jurisdictions listed on Schedule 6.1(j) (which financing statements are in proper form for filing in such jurisdictions) (and the recording of the Borrower Patent Security Agreement and the Borrower Trademark Security Agreement as set forth therein, and the making of filings in any case to Liens permitted by Section 6.02; providedother jurisdiction as may be necessary under any Requirement of Law after the Closing Date) and the delivery to, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parceland continuing possession by, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall Administrative Agent of all Instruments, Chattel Paper and shall cause its Domestic Subsidiaries Documents a security interest in which is perfected by possession, the Liens created pursuant to execute or cause to be each Security Document, when executed (subject and delivered, will constitute valid Liens on and, to the grace periods extent provided therein, perfected security interests in Section 5.09 for the joinder of Subsidiary Guarantors)collateral referred to in such Security Document (but as to the Copyrights and the Copyright Licenses and accounts arising therefrom, Collateral Documents (including, upon only to the request extent the Uniform Commercial Code of the Administrative Agentrelevant jurisdiction, applicable local law pledge documentsfrom time to time in effect, is applicable) in favor of the Administrative Collateral Agent for the ratable benefit of the Secured PartiesLenders, which Liens will be prior to all other Liens of all other Persons, except for Liens permitted pursuant to the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3), and which Liens are enforceable as such as against all other Persons (except (i) with respect to all Trademarks, Trademark Licenses, Patents and Patent Licenses, to the extent that the recording of an assignment or other transfer of title thereto to the Collateral Agent in the United States Patent and Trademark Office may be necessary for such enforceability and (ii) with respect to goods only, buyers in the ordinary course of business to the extent provided in Section 9- 307(1) of the property Uniform Commercial Code as from time 119 to time in effect in the applicable jurisdiction), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Notwithstanding any other provision of this Agreement, capitalized terms which are used in this subsection 5.14 and not defined in this Agreement are so used as defined in the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Security Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. (a) The Borrower will cause, and will cause each other Loan Party that is Obligations shall be secured by a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to perfected first priority, perfected Liens priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall cause its Domestic Subsidiaries be adjusted accordingly)) so long as, both immediately before and after giving effect to execute such withdrawal, (i) no Material Default or cause Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the Fixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom), be withdrawn, at the option of the Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall comprise the highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be executed pledged as Collateral in order to comply with the terms hereof, the Borrower shall (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request i) cause a sufficient amount of the Administrative Agent, applicable local law pledge documentshighest ranked Listed Eligible Assets to be transferred to a Collateral SPV and (ii) in favor of take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the benefit purposes of fully perfecting or renewing the rights and security interests of the Secured PartiesCollateral Trustee, on behalf of the Banks, with respect to all the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder any Collateral (and any related collateral) if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery at any time prior to the Administrative Agent commencement of all such a Foreclosure (as defined in the Collateral DocumentsTrust Agreement) in respect thereof, together with appropriate corporate resolutions and other documentation (including legal opinionsshall be released by the Collateral Trustee to the custody of the Borrower, the stock certificates representing applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the Equity Interests subject to the above-described pledgepurpose of correction of defects, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienif any, in each case in form respect of any such promissory notes and substance reasonably satisfactory related collateral. It is understood and agreed that any Collateral released pursuant to the Administrative Agent, and foregoing sentence shall remain Collateral except in connection with a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower withdrawal otherwise permitted pursuant to this Agreement or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralLoan Document.

Collateral. (a) The Borrower will cause, Obligations and will cause each other Loan Party that is the Hedge Obligations shall be secured by a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, perfected first priority lien and security interest to be subject at all times to first priority, perfected Liens in favor of held by the Administrative Agent for the benefit of the Secured Parties Lenders on the Collateral, pursuant to secure the Obligationsterms of the Security Documents. The Borrower shall (and, subject to any provisions of any financing to which any Subsidiary is a party or by which a Subsidiary is bound, shall cause its Subsidiaries) to comply, in accordance all material respects, with the terms and conditions provisions of the Collateral Security Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Partieswithout limitation, with respect to all additional Collateral to be provided to Agent, for the benefit of Lenders, as and when therein provided, including, without limitation, on account of any and all additional Subsidiaries of Borrower (and/or intervening Subsidiaries) which shall exist from and after the property of Closing Date. Borrower shall provide Agent with at least five (5) Business Days’ notice prior to the Borrower acquiring or creating any such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if additional Subsidiary, together with such Equity Interests constitute Excluded Property; providedinformation, furtherdocuments, that no local-law pledge and materials (including, without limitation, ownership certificates, stock/transfer powers, and other documentation shall be required to be delivered unless provided to Agent pursuant to the terms and provisions of the Ownership Interest Pledge the Distribution Interest Pledge, or any other applicable Security Document, including, without limitation, all “know your customer” and other materials reasonably requested by the Administrative Agent. The Without limiting the foregoing or the terms and provisions of each Ownership Interest Pledge and each Distribution Interest Pledge (and as further provided therein) provided hereunder, with respect to each additional Borrower further agrees to deliver or cause Subsidiary which is established from and after the delivery to the Administrative Agent of all such Collateral DocumentsClosing Date, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledgeprovisions of any document evidencing any Indebtedness approved by the Agent to be incurred by such Subsidiary hereunder, Borrower shall cause such Borrower Subsidiary to confirm the applicable Ownership Interest Pledge or Distribution Interest Pledge and to provide such other stock powers with respect thereto or ownership certificates, executed in blanktransfer powers, and such other documents documentation (as shall be further provided therein) as reasonably requested required by Agent to perfect or vest more securely its pledge and security interest to and in the Administrative Agent) to grant and perfect such Lien, applicable “Collateral” (as defined in each case in form and substance reasonably satisfactory such applicable Ownership Interest Pledge or Distribution Interest Pledge) (to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower extent such Ownership Interest Pledge or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be Distribution Interest Pledge is permitted to have priority over the Administrative Agent’s Liens on the Collateralbe provided (and/or not prohibited from being provided) as reasonably determined in good faith).

Collateral. (a) The Borrower will causedue and punctual payment of the principal of, premium, if any, and interest on the Notes, the Intermediate Holdings Guarantee 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 Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreements and the Collateral Documents, shall be secured by a Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Second Priority Lien Obligations (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents and the Intercreditor Agreements to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will cause each other Loan Party that is a Subsidiary Guarantor to cause, be secured by all of its owned property (whether personalthe Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, tangiblethe Collateral Documents and the Intercreditor Agreements. The Trustee, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the Obligations, in accordance with the terms initial Collateral Agent and conditions of the Collateral Documents, subject in any case Agent is hereby authorized and directed to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either execute and deliver the book value, or if Collateral Documents and the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Intercreditor Agreements. The Borrower Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to hold the grace periods provided Collateral in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent trust for the benefit of the Secured Parties, with respect to all of the property of Holders and the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienTrustee, in each case in form and substance reasonably satisfactory pursuant to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge terms of the Collateral of Documents and the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralIntercreditor Agreements.

Collateral. (a) The Borrower will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property Property (whether personal, tangible, intangible, or mixed), other than Excluded Property, subject to the exceptions contained herein and in any Collateral Document) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Obligations, Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted Permitted 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 Section 6.02; provided, that Liens upon the Borrower or any parcel of real property shall only be required other Credit Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent for to secure the benefit Obligations in accordance with the terms and conditions of the Secured PartiesCollateral Documents or such other security documents as the Administrative Agent shall reasonably request to the extent, with and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if to the extent such Equity Interests constitute Excluded Property; providedpledge thereunder is prohibited by applicable law or the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Obligations pursuant to legally valid, furtherbinding and enforceable pledge agreements and (2) the vehicle titles for the motor vehicles owned by the Credit Parties on the Effective Date need not be retitled to reflect the Administrative Agent as the lienholder, that and no local-law pledge documentation shall be Mortgages are required to be delivered unless requested hereunder, in each case, until March 17, 2005 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion (it being understood and agreed that the failure to deliver such retitled vehicle titles and Mortgages by the Administrative Agent. The required date shall constitute a Default under clause (d)(i) of Article VII hereof) with respect to the real property owned by the Credit Parties on the Effective Date; provided that the Borrower further hereby agrees to deliver or use its best efforts to cause the delivery to of such retitled vehicle titles and Mortgages as soon as practicable after the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralEffective Date.

Collateral. The As security for all indebtedness and other obligations of Borrower will causeto Bank, Borrower hereby grants to Bank security interests of first priority in all Borrower's personal property (the “Collateral”), as more fully described in that certain (i) Security Agreement between Borrower and Bank dated as of the Closing Date (the “Security Agreement”) and (ii) Intellectual Property Security Agreement between Borrower and Bank dated as of the Closing Date (the “IP Security Agreement”). Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and will cause each other Loan Party that (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each patent which it owns or purports to own and which is a Subsidiary Guarantor material to causeBorrower’s business is valid and enforceable, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor and no part of the Administrative Agent for Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the benefit best of Borrower’s knowledge, as of the Secured Parties to secure the Obligationsdate of this Agreement, in accordance with the terms and conditions no claim has been made that any part of the Collateral Documents, subject in Intellectual Property violates the rights of any case third party except to Liens permitted the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. All of the foregoing shall be evidenced by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder terms of Subsidiary Guarantors)such security agreements, Collateral Documents (includingfinancing statements, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower deeds or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blankmortgages, and such other documents as Bank shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienrequire, in each case all in form and substance reasonably satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the Administrative Agentfull amount of all out-of-pocket charges, costs and expenses (to include fees paid to third parties), expended or incurred by Bank in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge connection with any of the Collateral foregoing security, including without limitation, filing and recording fees and costs of the Borrower or such Subsidiary Guarantor appraisals, audits and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateraltitle insurance.

Collateral. Borrower has good title to the Collateral, free of Liens except Permitted Liens. Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will cause, first receive the written consent of Bank and will cause each other Loan Party such bailee must acknowledge in writing that the bailee is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality (exclusive of Inventory that is obsolete or slow moving and for which the Secured Parties to secure the Obligations, Borrower has established sufficient reserves in accordance with GAAP), free from material defects. Borrower is the terms sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and conditions enforceable and no part of the Collateral DocumentsIntellectual Property has been judged invalid or unenforceable, subject in any case to Liens permitted by Section 6.02; providedwhole or in part, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder best of Subsidiary Guarantors)Borrower's knowledge, Collateral Documents (including, upon the request no claim has been made that any part of the Administrative AgentIntellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change. Except as noted on the Perfection Certificate, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured PartiesBorrower is not a party to, nor is bound by, any material license or other agreement with respect to all of which Borrower is the property of the licensee that prohibits or otherwise restricts Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of from granting a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty days of the Collateral of the Borrower entering or becoming bound by any such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject license or agreement which is reasonably likely to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien have a material impact on Borrower's business or financial condition (other than Permitted Priority Liens) over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be permitted deemed "Collateral" and for Bank to have priority over a security interest in it that might otherwise be restricted or prohibited by law or by the Administrative Agent’s Liens on terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Collaterallicense to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future.

Collateral. The At all times following the Collateral Trigger Event, the Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its Obligor’s tangible and intangible personal property now owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, hereafter acquired by it to be subject at all times to a first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed lien (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documentsliens permitted hereunder) in favor of the Administrative Agent for Bank to secure the benefit of the Secured Partiesobligations incurred under this Agreement or otherwise in connection with this Agreement or any guaranty, with respect to all of the property of and in connection therewith, the Borrower or such Subsidiary Guarantor constituting or required shall cause each Obligor to constitute Collateral; provided that no execute and deliver to the Bank the security agreement in the form of Annex I hereto and all other pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedagreements, furthercontrol agreements, that no local-law pledge documentation shall be required to be delivered unless filings and other collateral documents requested by the Administrative AgentBank. The Borrower further agrees shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to deliver or cause perfect the delivery to the Administrative Agent of security interests therein, all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative AgentBank. The Borrower hereby irrevocably appoints the Bank to act as, and the Bank shall have the right to act as, the Borrower’s and each Guarantor’s lawful attorney-in-fact, with full power of substitution, in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral name of the Borrower or and such Subsidiary Guarantor Guarantors, to execute any collateral documents and all rights, title, power and privileges related thereto, subject to take generally any Liens permitted by Section 6.02 action in connection with any of the Credit Agreementcollateral documents; provided, however, that no the Bank shall not exercise its rights as attorney-in-fact unless and until the Collateral Trigger Event occurs and the Borrower and the Guarantors have failed to execute and deliver the collateral documents within fifteen (15) calendar days after demand by the Bank. Notwithstanding anything to the contrary contained herein, if the principal balance outstanding of the credit extended under this Agreement exceeds Fifty Million Dollars ($50,000,000) at any time, then upon the request of the Bank, the Borrower shall cause 65% (or such Lien greater percentage that, due to a change in an applicable law after the date hereof, (other than Permitted Priority Liensi) shall could not reasonably be permitted expected to have priority over cause the Administrative Agent’s Liens on the Collateral.undistributed earnings of such subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such subsidiary's parent and (ii) could not

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor Liens granted to cause, all of its owned property Collateral Agent (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties) pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral and subject to Article 9 of the UCC a valid security interest and (b) constitute as to the Mortgaged Property included in the Collateral, upon recording of the Mortgage in the filing offices identified in Exhibit D-1, a valid lien of record and security interest in the Mortgaged Property. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property subject to Article 9 of the UCC will be perfected (i) with respect to any property that can be perfected by filing, upon the recording of the Mortgage or financing statements in the filing office identified in Exhibit D-1, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement or the Depositary Agreement, as applicable, and (iii) with respect to the Pledged Collateral and any other property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid and to the extent provided in the UCC, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of Lien, assignment or otherwise, except Permitted Liens. As of the Closing Date, no filing, recordation, re-filing or re-recording other than those listed on Exhibit D-1 hereto is necessary to perfect and maintain the perfection of the interest, title or Liens of the Collateral Documents, and on the Closing Date (or, in respect of the Mortgage and associated UCC fixture filings, as soon as reasonably practicable thereafter), all such filings or recordings will have been made to the extent Collateral Agent’s security interest can be perfected by filing. Borrower has or concurrently herewith shall have properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent with respect to all Collateral that permits perfection of the property Lien and security interest described above by possession or control. Borrower’s obligations under this Agreement rank and will rank at least pari passu in priority of payment and in all other respects with all other present or future unsecured and secured Debt of Borrower, other than Debt permitted by clause (e) of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge definition of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralDebt.

Collateral. The Borrower will cause(a) Upon the occurrence of a Triggering Event, and will cause each other Loan Party that is a Subsidiary Guarantor Minority Lenders shall have the right to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of direct the Administrative Agent for to, and the benefit of the Secured Parties to secure the ObligationsAdministrative Agent if so directed by Minority Lenders shall, in accordance with the terms and conditions declare any or all of the Collateral Documents, subject Documents effective and to require that the Restricted Subsidiaries from time to time grant to the Administrative Agent under the applicable Collateral Document a first priority security interest in any case one or more items of Collateral as specified in such request pursuant to Liens permitted by Section 6.02; provided, that Liens upon any parcel such direction of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal Minority Lenders. Upon receipt of such parcelrequest, the appraised value thereof equals or exceeds $10,000,000. The Borrower applicable Restricted Subsidiary shall execute and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject deliver to the grace periods provided Administrative Agent a Collateral Supplement under the applicable Collateral Document granting a security interest in such specified Collateral to the Administrative Agent and, if applicable pursuant to Section 5.09 for the joinder of Subsidiary Guarantors7.16(b), Collateral Documents (to the USA Mobile Indenture Trustees. Such Restricted Subsidiary shall also deliver to the Administrative Agent such documents as the Administrative Agent may request in connection therewith, including, upon the request without limitation, (i) duly executed UCC-1 Financing Statements, (ii) duly executed Grants of Security Interest (Trademarks), (iii) opinions of counsel, in form and substance satisfactory to the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all the enforceability of the property of security interests so granted and the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall perfection thereof and (iv) other documents as may reasonably be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees In connection therewith, the Administrative Agent is hereby irrevocably authorized and empowered as each Restricted Subsidiary's attorney-in- fact, to execute such UCC-1 Financing Statements, Grants of Security Interest (Trademarks) and instructions to the Escrow Agent and to deliver or cause file the delivery same and to the Administrative Agent of all such Collateral Documentsmake, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by at the Administrative Agent) 's option, all other filings and to grant and perfect such Lien, in each case in form and substance give all other notices as it shall reasonably satisfactory deem necessary with respect to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge any of the Collateral Collateral, all of which may be done with or without the signature of any Restricted Subsidiary. The foregoing power constitutes a power coupled with an interest which shall survive until all of the Borrower or such Subsidiary Guarantor obligations under the Loan Documents have been indefeasibly paid in full in cash and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralAgreement has been terminated.

Collateral. The Borrower will cause, respective liens and will cause each other Loan Party that is a Subsidiary Guarantor security interests granted to cause, all of its owned property Collateral Agent (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery ) pursuant to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions Documents (a) constitute as to personal property included in the Collateral a valid security interest and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject b) constitute as to the above-described pledge, stock powers with respect thereto executed Mortgaged Property included in blank, the Collateral a valid lien and such other documents as shall be reasonably requested by security interest in the Administrative Agent) to grant and perfect such LienMortgaged Property, in each case in form and substance reasonably satisfactory to the Administrative Agentextent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement and the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in clauses (a) and pledge (e) of the definition of "Permitted Liens," (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens" and (iii) with respect to Borrower's membership interest in Rocky Mountain Borrower, the Permitted Liens described in clause (i) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Borrower interest, title or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; providedCollateral Documents, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens and on the CollateralClosing Date all such filings or recordings will have been made to the extent Collateral Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control to the extent contemplated by the Collateral Documents.

Collateral. The Subject to limitations set forth in the last sentence of this Section 6.22, substantially contemporaneously with the effectiveness of Amendment No. 2, the Borrower will causeshall, and will shall cause each other Loan Party that is Guarantor to, grant a Subsidiary Guarantor first (subject to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, Liens permitted hereby) priority security interest to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure in all assets (including real property and the Obligations, in accordance with the terms and conditions Capital Stock of its Subsidiaries) of the Collateral DocumentsBorrower or such Guarantor pursuant to documentation (including related certificates, subject in any case opinions and resolutions to Liens permitted by Section 6.02; provided, that Liens be delivered at such time as the Administrative Agent may reasonably agree) reasonably acceptable to the Administrative Agent and the Borrower. Effective upon any parcel Subsidiary becoming a Guarantor after the effectiveness of real property shall only be required to be granted when either the book valueAmendment No. 2, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries such Guarantor within ten Business Days to execute or cause to be executed (subject grant to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect Parties a first (subject to Liens permitted hereby) priority security interest in all assets (including real property and the Capital Stock of the property its Subsidiaries) of the Borrower or such Subsidiary Guarantor constituting or required pursuant to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required (including related certificates and opinions) reasonably acceptable to be delivered unless requested by the Administrative Agent. The Borrower further agrees to will, and will cause each of its Subsidiaries to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver or cause the delivery to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of all such Collateral Documentsattorney, together with appropriate corporate resolutions certificates, reports and other documentation (including legal opinionsassurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. During the Waiver Period, the stock certificates representing Administrative Agent (in consultation with the Equity Interests subject Lenders) and the Borrower shall in good faith negotiate regarding the terms and provisions of one or more amendments to the above-described pledge, stock powers Credit Agreement and one or more intercreditor agreements which may be entered into in connection with respect thereto executed in blankIndebtedness which may be incurred by the Borrower and its Subsidiaries, and such regarding Liens that may be granted to Persons other documents as shall be reasonably requested by than the Administrative Agent) to grant and perfect such LienSecured Parties, in each case case, if and when permitted by amendments hereto (it being understood that no party is hereby obligated to enter into any such amendment or agreement). Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in form any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (ii) 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 relevant provisions of the Uniform Commercial Code), (iii) real property having an individual fair market value of less than $1,000,000 or aggregate fair market value of less than $5,000,000 shall be excluded from the Collateral, (iv) the Collateral shall not include cash and substance reasonably satisfactory cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts containing any of the foregoing, (v) to the Administrative Agentextent that the pledge of 100% of the Capital Stock of a non-Domestic Subsidiary could reasonably be expected to result in adverse tax consequences to the Borrower, the pledge of the Capital Stock of such Subsidiary shall be limited to 65% of the Capital Stock of such Subsidiary and in a manner that (vi) the Administrative Agent shall be reasonably satisfied have the discretion to exclude from the Collateral immaterial assets, assets as to which it determines that the Administrative Agent has a first priority perfected cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in and pledge which it may determine that the taking of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall a security interest would not be permitted to have priority over the Administrative Agent’s Liens on the Collateraladvisable.

Collateral. The obligations of the Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, shall be secured by perfected security interests in substantially all of its owned their respective personal property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed assets (subject to customary and other exclusions and limitations TBD, including in respect of equity interests in foreign subsidiaries). The security interests securing the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents Revolving Credit Facility (including, upon the request of the Administrative Agent, applicable local law pledge documentsand subsidiary guarantees thereof) in favor of the Administrative Agent for the benefit of the Secured PartiesBorrower’s and Guarantors’ contract payment rights, with respect accounts receivable and other current or related assets, including contract rights (collectively “Revolver Priority Collateral”) shall be first priority security interests (subject only to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateralpermitted encumbrances); provided that no pledge of Revolver Priority Collateral may also include other assets to the Equity Interests of a Foreign Subsidiary shall be extent required hereunder if by the lenders under the Revolving Credit Facility to ensure that the all-in yield on loans funded under such Equity Interests constitute Excluded Propertyfacility does not exceed 5.75%per annum (the “ABL Structure”); provided, further, that no local-law pledge documentation the Revolving Credit Facility may be structured as a cash flow revolver with Revolver Priority Collateral to include all assets so long as the Borrower has used commercially reasonable efforts to consummate the Revolving Credit Facility pursuant to the ABL Structure. The security interests securing Term Loan A (and subsidiary guarantees thereof) shall be required first priority security interests (subject only to be delivered unless requested by the Administrative Agentpermitted encumbrances) in all personal property assets other than Revolver Priority Collateral, and second-priority security interests (subject to permitted encumbrances) in Revolver Priority Collateral. The Borrower further agrees security interests securing Term Loan B (and subsidiary guarantees thereof) shall be second priority security interests (subject only to deliver or cause security interests securing Term Loan A and permitted encumbrances) in all personal property assets other than Revolver Priority Collateral, and third-priority security interests (subject to permitted encumbrances) in Revolver Priority Collateral. On the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinionsClosing Date, the stock certificates representing lenders under the Equity Interests subject to New Credit Facilities (or their respective agents or other representatives) shall enter into an intercreditor agreement with the above-described pledgelenders under the Revolving Credit Facility and DIRECTV, stock powers with respect thereto executed in blankLLC, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agentlenders (or agents) and Colony, governing the relative priority of, and relative remedies in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest respect of, Liens in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralcommon collateral.

Collateral. Payment hereof is secured by one hundred percent (100%) of the common stock of C.X. Xxxxxxxx Retreading Company, Inc. being purchased by Maker hereunder and including all common or preferred stock or equity instrument of any kind or manner, including but not limited to stock, warrants, options and convertible note, issued by C. X. Xxxxxxxx Retreading Company, Inc. (the “CTR shares”) after the date of this Note as specified in the Stock Purchase Agreement (the “SPA”) signed on this same date. The Borrower will cause, CTR shares being purchased hereunder have been delivered to the Designated Agent under the SPA and will remain in the Agent’s possession until payment in full of the Note and notification by Lender or Holder to return the CTR shares to Maker. The Maker shall not authorize or vote its shares in favor of any action that would cause each other Loan Party that is a Subsidiary Guarantor any dilution of the CTR Shares through any common or preferred stock or equity instrument of any kind or manner, including but not limited to causestock, all of its owned property (whether personalwarrants, tangible, intangible, options or mixed), other than Excluded Propertyconvertible note, to be subject at all times issued by C. X. Xxxxxxxx Retreading Company, Inc. Payment hereof is secured by a Second Deed of Trust, Security Agreement and Financing Statement of even date herewith executed by the Maker hereof to first priorityMxxxxxxxxx Sxxxxxxxx, perfected Liens PLLC, Trustee, a copy of which is attached hereto as Appendix A (the “Deed of Trust”), secured by the real estate described in favor said Deed of Trust. The Note is further secured by Maker’s grant of a security interest, secondary to the Administrative Agent for the benefit security interest of the Secured Parties to secure the ObligationsFirst State Bank of Rice, in accordance the following: Refurbished Mxxxx Xx 00X (x 00XX) Xxxx-Xxxxx Shredder complete with the terms following design features and conditions of specifications: Infeed opening: 63"x79"; feed hxxxxx (standard); l50HP hydraulic drive motor; 150HPelectric hydraulic power supply; 20" diameter solid steel rotor; 30 mm alloy steel wear-resistant cutters; Bolt-on cutter blade holders; 20HP hydraulic power supply for deed ram (integral to 150HP HPU); discharge screen (5/8" - 3/4"); variable ram speed control (amperage load proportional); control/MCC Panel; operations/maintenance manuals (2) and all after acquired equipment all as more fully described in the Collateral DocumentsUCC-1 Financing Statement, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject attached Appendix B hereto which is based on Exhibit B-1 to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralSPA.

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor In connection with any Deemed Sale of the Administrative CBO-2 Collateral effectuated by means of an actual foreclosure sale where the Collateral Agent successfully "credit bids" for the benefit CBO-2 Collateral, the aggregate amount of such "credit bid" shall be allocated among the unpaid Repo Obligations, the outstanding obligations evidenced by the Series A Notes and the outstanding obligations evidenced by the Series B Notes based upon the amounts of each of such debt obligations outstanding at the date of the Secured Parties to secure the Obligations, in accordance with the terms and conditions Deemed Sale of the Collateral DocumentsCBO-2 Collateral, subject in any case on the one hand, relative to Liens permitted by Section 6.02the total amount of such debt obligations then outstanding, on the other hand; provided, however, that Liens upon the amount of the obligations then deemed outstanding on account of the Series A Notes and the Series B Notes shall be reduced by any parcel Proceeds previously actually realized and applied on account of real property shall only be required the Series A Notes and the Series B Notes from a disposition of all or part of the Miscellaneous Collateral or, if no such disposition of all or part of the Miscellaneous Collateral has occurred prior to be granted when either the date of determination of the outstanding debt obligations, by the net book valuevalue for such assets as reflected on the books and records of CMI for the most recently concluded reporting period. Upon the allocation of the aggregate obligations "credit bid" by the Collateral Agent in connection with the Deemed Sale of the CBO-2 Collateral, or if as hereinabove provided, the Borrower has a fair market appraisal deficiency claim of each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee against CMI arising on account of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary Deemed Sale shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Liendifference, in each case in form and substance reasonably satisfactory case, between the amount of such "credit bid" allocated to the Administrative AgentRepo Obligations or the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the one hand, and the unpaid balance of the Repo Obligations and the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the other hand, as of the date of such Deemed Sale. Anything herein to the contrary notwithstanding, each of the Note A Indenture Trustee and the Note B Indenture Trustee may elect not to participate in the "credit bid" procedure for a manner that Deemed Sale of the Administrative CBO-2 Collateral by written notice to the Repo Purchaser and the Collateral Agent given not later than ten (10) Business Days prior to the date of the actual foreclosure sale of the CBO-2 Collateral, whereupon such Indenture Trustee shall retain its full deficiency claim against CMI on account of the outstanding obligations evidenced by the applicable Notes without regard to the Deemed Sale of the CBO-2 Collateral, shall not have any beneficial ownership interest in the Deemed Sale Entity or the CBO-2 Collateral, shall continue to be reasonably satisfied that obligated to release the Administrative Agent has a first priority perfected CBO-2 Collateral from such Indenture Trustee's security interest in therein, as required by Article VI, Section (b)(ii) above, and pledge of the Collateral of the Borrower or such Subsidiary Guarantor shall forfeit any and all rights, title, power and privileges related thereto, subject rights to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens Proceeds thereafter realized on the CollateralCBO-2 Collateral to which such Indenture Trustee would otherwise be entitled pursuant to the provisions of Article VI, Section (b)(ii) above.

Collateral. Xxxxxxxx has granted or will grant Bank a security interest in the collateral described in the security instruments as are executed from time to time. The Borrower will causeforegoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and will cause each other Loan Party that is a Subsidiary Guarantor to causedocuments as Bank shall reasonably require, all in form and substance satisfactory to Bank and Borrower. Borrower shall permit any of Bank’s duly authorized employees or agents the right, at any reasonable time and from time to time, to conduct audits and examine the Collateral and to visit and inspect the Collateral and to examine and take abstracts from its owned property books and records (whether personalif any) related to the Collateral, tangibleall at Bank’s expense; provided that, intangibleif an Event of Default (as hereinafter defined) beyond any applicable notice and/or cure period shall be in existence at the time such inspection is made, or mixedsuch audits and examinations will be at Borrower’s expense, and Borrower shall pay to Bank within ten (10) business days following receipt of an invoice therefor the full amount of all charges, costs and expenses (to include fees paid to third parties and out-of-pocket expenses of Bank personnel), other than Excluded Property, to be subject at all times to first priority, perfected Liens expended or incurred by Bank in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance connection with the terms foregoing audit and conditions examinations. Borrower also shall pay to Bank within ten (10) business days following receipt of an invoice therefor all filing and recording fees, costs of any appraisals and the Collateral Documents, subject title insurance in any case to Liens permitted by Section 6.02connection with the Collateral; provided, however, that Liens Borrower shall not be responsible for any such costs and fees except as such costs and fees are incurred (a) in connection with the original closing of the Term Loan with Draw Period, (b) at the request of Borrower, (c) upon any parcel the mutual agreement of real property shall only be required to be granted when either Borrower and Bank, (d) upon the book valueoccurrence and during the continuance of an Event of Default, or if (e) as the Borrower has result of a fair market appraisal requirement by the regulations of such parcelthe Federal Reserve Board or the Office of the Comptroller of the Currency, or any other regulatory agency. Releases of Individual Property. So long as no Default or Event of Default shall have occurred and be continuing under the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)Loan Documents, Collateral Documents (includingBank agrees, upon the request of Xxxxxxxx, to release a Property from the Administrative Agent, applicable local law pledge documents) in favor lien of the Administrative Agent for Mortgage securing the benefit Term Loan with Draw Period upon the payment to Bank of the Secured PartiesRequired Release Amount (as hereinafter defined). During the Draw Period, the “Required Release Amount”, if any, means an amount equal to the aggregate outstanding principal balance of the Term Loan with respect Draw Period at such time, minus the Maximum Aggregate Amount immediately following the release of the applicable Property. Upon the expiration of the Draw Period and at all times thereafter, the “Required Release Amount” means an amount equal to the sum of (a) the aggregate outstanding principal balance of the Term Loan with Draw Period at such time, minus (b) an amount equal to the Loan to Value Ratio at such time multiplied by the lesser of the Appraised Value or cost of each of the Properties for which a release has not been requested or required as hereinafter provided, plus (c) all accrued interest and other expenses payable under the Loan Documents. Upon payment by Borrower of the Required Release Amount and release of the applicable Property from the lien of the Mortgage, any Guarantor (other than Group 1) that occupies and operates the applicable Property as a Tenant shall be released as a Guarantor and its Guaranty Agreement terminated; provided, however, that if such Guarantor occupies and operates more than one Property as a Tenant, such Guarantor shall be released from its Guaranty Agreement only as to the portion of the Loan allocated to the released Property. Notwithstanding anything to the contrary set forth herein, certain Properties listed on Exhibit 1.5.2 are designated as being affiliated with and/or useful to the operations of one or more other Properties listed on Exhibit 1.5.2 and any such Properties which are so designated as being so Exhibit 10.1 affiliated/useful to the operations of another are referred to as an “Affiliated Property Group”. If Borrower shall request release of a Property from the lien of the Mortgage securing the Term Loan with Draw Period and such Property is included within an Affiliated Property Group, Bank reserves the right, within three (3) days of receipt of Borrower’s written request for release of such Property from the lien of the Mortgage, to require that the Required Release Amount be paid for each and/or any other Property included within such Affiliated Property Group and each such Property included within such Affiliated Property Group also shall be released upon payment of the Required Release Amount for such Property. At such time as the aggregate Appraised Values of the Dealership Properties comprise less than fifty percent (50%) of the aggregate Appraised Values of all of the property then remaining Properties, Bank reserves the right at any time thereafter, upon thirty (30) days prior written notice, to require that the Required Release Amount be paid for each and/or any Property which is not a Dealership Property and each such Property which is not a Dealership Property also shall be released upon payment of the Borrower or Required Release Amount for such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will causeEach 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 will cause 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 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 Collateral; and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Party Document, exercise all right and remedies given to such Agent and Lenders with respect to the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the Collateral covered by this Agreement or the other Loan Documents exists or is a Subsidiary Guarantor owned by Borrower or is cared for, protected or insured or has been encumbered or that the Liens granted to causeAgent, all on behalf of its owned property (whether personalthe Lenders, tangibleherein or pursuant hereto have been properly or sufficiently or lawfully created, intangibleperfected, protected, enforced or maintained or are entitled to any particular priority, or mixed), other than Excluded Property, to be subject exercise at all times or in any particular manner or under any duty of care, disclosure, or fidelity, or to first prioritycontinue exercising, perfected Liens in favor any of the Administrative rights, authorities and powers granted or available to Agent in this Agreement or in any of the Loan Documents; it being understood and agreed that in respect of the Collateral covered by this Agreement or the other Loan Documents, 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 Loan Documents as one of Lenders and Agent shall have no duty or liability whatsoever to any of the 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 benefit of the Secured Parties to secure the Obligations, Loans or other Indebtedness; it being understood and agreed that such rights and remedies may be exercised only by Agent in accordance with the terms and conditions of the Collateral Loan Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each U.S. Subsidiary in all capital stock and other equity interests held by such Person in each of its U.S. Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent permitted hereby, shall be subject to the rights of the lessor or lender thereunder, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local pxxxx cash deposit accounts maintained by the Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and Liens on payroll accounts maintained by the Borrower and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligation, and (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $500,000 in the aggregate. The Borrower will cause, acknowledges and will cause each other Loan Party agrees that is a Subsidiary Guarantor the Liens on the Collateral shall be granted to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure holders of the Obligations, in accordance with the terms Hedging Liability, and conditions the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienimmediately preceding sentence, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property Property (whether personalbut only, tangible, intangible, or mixed), other than Excluded in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Obligations, Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided6.15 hereof. Without limiting the generality of the foregoing, that Liens upon 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 parcel of real property shall only be required other Credit Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent for to secure the benefit Secured Obligations in accordance with the terms and conditions of the Secured PartiesCollateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to all of the property of Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Subsidiary Guarantor constituting or to the extent, and within such time period as is, reasonably required to constitute Collateral; provided that by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if to the extent such Equity Interests constitute Excluded Property; providedpledge 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 Holders of Secured Obligations pursuant to legally valid, furtherbinding and enforceable pledge agreements and (2) no such Mortgages, that no local-law Mortgage Instruments, control agreements, blocked account agreements and pledge documentation shall be agreements are required to be delivered unless requested by hereunder until March 15, 2004 or such later date as the Administrative Agent. The Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such Mortgages, Mortgage Instruments, control agreements and blocked account agreements by March 15, 2004 or such later date shall constitute a Default under Section 7.3) with respect to (a) the Mortgaged Properties on the Closing Date in the case of Mortgages and Mortgage Instruments and (b) the pledge of the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower further hereby agrees to deliver or use its best efforts to cause the delivery to the Administrative Agent of all such Collateral DocumentsMortgages, together with appropriate corporate resolutions and other documentation (including legal opinionsMortgage Instruments, the stock certificates representing the Equity Interests subject to the above-described pledgecontrol agreements, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in blocked account agreements and pledge of agreements as soon as practicable after the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralClosing Date.

Collateral. The Borrower will cause, respective liens and will cause each other Loan Party that is a Subsidiary Guarantor security interests granted to cause, all of its owned property Collateral Agent (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery ) pursuant to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions Documents (a) constitute as to personal property included in the Collateral a valid security interest and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject b) constitute as to the above-described pledge, stock powers with respect thereto executed Mortgaged Property included in blank, the Collateral a valid lien and such other documents as shall be reasonably requested by security interest in the Administrative Agent) to grant and perfect such LienMortgaged Property, in each case in form and substance reasonably satisfactory to the Administrative Agentextent contemplated by the Collateral Documents. The security interest granted to Collateral Agent (for the benefit of the Secured Parties) pursuant to the Collateral Documents in the Collateral consisting of personal property will be perfected (i) with respect to any property that can be perfected by filing, upon the filing of financing statements in the filing offices identified in Exhibit D-6, (ii) with respect to any property that can be perfected by control, upon execution of the Control Agreement and the Depositary Agreement, and (iii) with respect to any property (if any) that can be perfected by possession, upon Collateral Agent receiving possession thereof, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected each case such security interest will be, as to Collateral perfected under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except (i) Title Exceptions and Permitted Liens described in clauses (a) and pledge (e) of the definition of "Permitted Liens," and (ii) to the extent required by Governmental Rule, those matters described in clauses (b), (c) and (g) of the definition of "Permitted Liens." Except to the extent possession of portions of the Collateral is required for perfection, all such action as is necessary has been taken (or will be taken immediately after the Closing Date) to establish and perfect Collateral Agent's rights in and to the Collateral in existence on such date to the extent Collateral Agent's security interest can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action. No filing, recordation, re-filing or re-recording other than those listed on Exhibit D-6 hereto is necessary to perfect and maintain the perfection of the Borrower interest, title or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; providedCollateral Documents, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens and on the CollateralClosing Date all such filings or recordings will have been made to the extent Collateral Agent's security interest can be perfected by filing. Borrower has properly delivered or caused to be delivered, or provided control, to Collateral Agent or Depositary Agent all Collateral that permits perfection of the Lien and security interest described above by possession or control to the extent contemplated by the Collateral Documents.

Collateral. The Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Borrower and the Guarantors (other than Parent) in respect of the Bridge Facility will causebe secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and will cause each BMO Hxxxxx Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, outstanding at such time to (b) the aggregate appraised value of the Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to 1.00. Notwithstanding anything to the contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party that or any direct or indirect parent thereof) or prohibited by the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is a Subsidiary Guarantor applicable and to cause, all of its owned property (whether personal, tangible, intangible, or mixedthe extent not entered into in contemplation hereof), other than Excluded Property(ii) any property subject to a purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), to be subject at all times to first priorityviolate or invalidate such lease, perfected Liens license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the Administrative Agent for the benefit applicable anti-assignment provisions of the Secured Parties UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the ObligationsBridge Facility, or such pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Borrower in accordance with good faith and (v) assets in circumstances where the terms Initial Lenders and conditions the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the Collateral Documentspractical benefit afforded thereby (the foregoing described in clauses (i) through (v) are, subject in any case to Liens permitted by Section 6.02; providedcollectively, that Liens upon any parcel of real property “Excluded Assets”). The Loan Parties shall only not be required to be granted when either the book value, obtain third party acknowledgements or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided consent in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request support of the Administrative Agentcreation, applicable local law pledge documents) perfection or enforcement of security interests in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. (A) . The obligations of Borrower will cause, and will cause each other under the Loan Party that is Documents shall be secured by a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, perfected first priority security interest to be subject at all times to first priority, perfected Liens in favor of held by the Administrative Agent for the benefit of the Secured Parties to secure Lenders in the ObligationsCollateral, in accordance with including the terms and conditions of the initial Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or Initial Collateral Properties and such Subsidiary Guarantor constituting or required additional Collateral with respect to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary additional Qualifying Collateral Pool Properties, as described below, as shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation evidenced from time to time by the Security Documents. The Mortgages on the Initial Collateral Properties shall be required to be executed, delivered unless requested by and recorded not later than the Administrative Agentninetieth (90th) day after the Amendment Effective Date. The Borrower further agrees to deliver or cause the delivery shall also provide to the Administrative Agent of all not later than such Collateral Documentsninetieth (90th) day after the Amendment Effective Date (i) such insurance certificates, together with appropriate corporate resolutions and other documentation title insurance policies, surveys (including legal opinions, the stock certificates representing the Equity Interests subject which if no material changes to the above-described pledgeimprovements thereon have occurred, stock powers with respect thereto executed in blankmay be older surveys accompanied by an affidavit of no change from the Borrower), environmental assessments, and such other documents due diligence materials as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienAgent shall reasonably require for each Initial Collateral Property, in each case addition to a written opinion of the Borrower’s counsel addressed to the Lenders in a form and substance reasonably satisfactory to the Administrative Agent, Agent on behalf of the Lenders regarding any required Mortgage (the “Required Diligence”) and (ii) a written confirmation that as of such date all of the representations and warranties contained in a manner that Section 5.23 hereof continue to be true and correct in all material respects with respect to the Initial Collateral Properties. Appraisals of the Initial Collateral Properties shall be ordered by the Administrative Agent not later than the fifteenth (15th) day after the Amendment Effective Date and shall be reasonably satisfied that distributed to the Lenders upon receipt, but shall be subject to approval by the Administrative Agent has a first priority perfected security interest in and pledge on behalf of the Collateral Lenders only. Borrower shall have the option to order updates to the Appraisals of the Initial Collateral Properties to be delivered to the Administrative Agent for distribution to the Lenders not later than September 30, 2009. Borrower or such Subsidiary Guarantor and shall pay for all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 Appraisals of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over Initial Collateral Properties and the Administrative Agent’s Liens on the CollateralQualifying Collateral Properties required hereunder.

Collateral. The As security for all indebtedness of Borrower will causeto Bank subject hereto, except Term Loan C, Borrower hereby grants to Bank security interests of first priority in all Borrower's accounts receivable and other rights to payment, general intangibles, inventory, fixtures, and will cause each other equipment. As security for all indebtedness of Borrower to Bank subject hereto, except Term Loan Party C, Borrower hereby grants to Bank a lien of not less than first priority on that is certain real property located at 1555 NE Burnside Street, Gresham, Xxxxxx. Xx security for all indebtedness of Borrower to Bank under Term Loan C, Borrower hereby grants to Bank and confirms its grant to Bank of a Subsidiary Guarantor lien of not less than first priority on that certain real property located at 1385 S. Capitol Boulevard, Boise, Xxxxx. Xx xxxxxxxx xxx xxx xxxxbtedness of Borrower to causeBank subject hereto, all except Term Loan C, Borrower hereby grants to Bank a lien of its owned not less than first priority on that certain real property (whether personallocated at 3411 184th Street SW, tangibleLynnwood, intangibleXxxxxxxxxx xxx 0000 X. Xxxxxx Xxxxxx, or mixed)Xxxxma, other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor Wxxxxxxxxx. All of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms foregoing shall be evidenced by and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder terms of Subsidiary Guarantors)such security agreements, Collateral Documents (includingfinancing statements, upon the request deeds of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions trust and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as Bank shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienrequire, in each case all in form and substance reasonably satisfactory to the Administrative Agent, Bank. Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge connection with any of the Collateral foregoing security, including without limitation, filing and recording fees and costs of the Borrower or such Subsidiary Guarantor appraisals, audits and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateraltitle insurance.

Collateral. The Borrower will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property Property (whether personal, tangible, intangible, or mixed), other than Excluded Property, real property) to be subject at all times to first priority, perfected Liens in favor of the Administrative 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 Parties Obligations, to secure the Obligations, 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 6.026.15 hereof; provided, however, that Liens upon any parcel of real property the Borrower and the other Credit Parties shall only not be required to be granted when either comply with the book valueterms 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, or if the Borrower has a fair market appraisal will cause the Applicable Pledge Percentage of such parcel, the appraised value thereof equals issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause any other Credit Party to be executed (subject at all times to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)a first priority, Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Collateral Agent for in accordance with the benefit 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 Secured Partiesequity 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 all 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 this Section 6.26; and (ii) no pledge agreement in respect of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all extent such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge benefit of the Collateral creditors of the Borrower or such Subsidiary Guarantor that are party to the Intercreditor Agreement pursuant to legally valid, binding and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralenforceable pledge agreements.

Collateral. (a) The Borrower Company will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned existing and future personal property (whether personalincluding, tangiblewithout limitation, intangibleall existing and future intercompany Indebtedness and all existing and future Equity Interests in Subsidiaries, or mixed), other than Excluded Property, subject to the limitations herein) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations, to secure the Obligations, Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided6.02 hereof. Without limiting the generality of the foregoing, that Liens upon the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Subsidiary directly owned by the Company or any parcel of real property shall only be required other Loan Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent for in accordance with the benefit terms and conditions of the Secured PartiesCollateral Documents or such other security documents as the Administrative Agent shall reasonably request, together with such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other authority documents of such Person and, to the extent reasonably requested by the Administrative Agent, customary opinions of counsel with respect to all such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the property documentation referred to above and attachment and perfection of all Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that notwithstanding the foregoing, no pledge agreement in respect of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge Applicable Pledge Percentage of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested governed by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent applicable local law where such Foreign Subsidiary is organized and supported by opinions of all local counsel is organized unless such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in Foreign Subsidiary is a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralMaterial Subsidiary.

Collateral. The Borrower will causeAs 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 will cause each other Loan Party that is a Subsidiary Guarantor to causesecurities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of its owned such property, and any property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of substituted by the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, 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 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. 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 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 Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral Documentsand remains as cash in the Account. 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, subject in all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any case interest added to Liens permitted by principal pursuant to Section 6.023) and any other portion 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 Account on or after the 15th day of each month (except to the extent that Liens upon any parcel of real property shall only be required to be granted when either a Shortfall would result from such withdrawal) the book value, or if the Borrower has a fair market appraisal amount of such parcel, interest paid on the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject Collateral prior to the grace periods provided in first day of such month exceeding (x) any accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 5.09 3) plus (y) the amount of interest on the Loan Obligation payable for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralpreceding month.

Collateral. The Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Borrower will cause, and will shall cause each other Loan Party that is such Guarantor within fifteen Business Days after becoming a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed first (subject to Permitted Liens) priority security interest in all assets (including real property and the grace periods provided in Section 5.09 for the joinder Capital Stock of Subsidiary Guarantors), Collateral Documents its Subsidiaries) of such Guarantor pursuant to documentation (including, upon the request of the Administrative Agent, applicable local law pledge documentsincluding related certificates and opinions) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect reasonably acceptable to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or will, and will cause the delivery 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 all such Collateral Documentsattorney, together with appropriate corporate resolutions certificates, reports and other documentation assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (including legal opinionsa) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the stock certificates representing Collateral shall not include a security interest in any asset if the Equity Interests granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the 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 above-described pledgeconsent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, stock powers with respect thereto executed in blank, and such other documents as (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be reasonably requested by limited to 65% of the Administrative AgentCapital Stock of material first-tier Foreign Subsidiaries, (f) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the Administrative Agent has a first priority perfected cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) agreements shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrequired.

Collateral. The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each U.S. Subsidiary in all capital stock and other equity interests held by such Person in each of its U.S. Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all personal property, fixtures, and real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) the Lien of the Administrative Agent on Property subject to a Capital Lease or conditional sale agreement or subject to a purchase money lien, in each instance to the extent permitted hereby, shall be subject to the rights of the lessor or lender thereunder, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local pxxxx cash deposit accounts maintained by the Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $100,000 in the aggregate and Liens on payroll accounts maintained by the Borrower and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligation and Liens on broker accounts associated with Hedging Agreements need not be perfected, (iii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $500,000 in the aggregate, and (iv) Liens on the capital stock or other equity interests of a Foreign Subsidiary shall be limited to 66% of the total outstanding Voting Stock and 100% of all other equity interests of such Foreign Subsidiary. The Borrower will cause, acknowledges and will cause each other Loan Party agrees that is a Subsidiary Guarantor the Liens on the Collateral shall be granted to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure holders of the Obligations, in accordance with the terms Hedging Liability, and conditions the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienimmediately preceding sentence, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property Property (whether personalbut only, tangible, intangible, or mixed), other than Excluded in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Obligations, Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided6.15 hereof. Without limiting the generality of the foregoing, that Liens upon 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 parcel of real property shall only be required other Credit Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent for to secure the benefit Secured Obligations in accordance with the terms and conditions of the Secured PartiesCollateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to all of the property of Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Subsidiary Guarantor constituting or to the extent, and within such time period as is, reasonably required to constitute Collateral; provided that by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if to the extent such Equity Interests constitute Excluded Property; providedpledge 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 Holders of Secured Obligations pursuant to legally valid, furtherbinding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, that no local-law Mortgage Instruments, control agreements, blocked account agreements and pledge documentation shall be agreements are required to be delivered unless requested by hereunder until March 31, 2010 or such later date as the Administrative Agent. The Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by March 31, 2010 or such later date shall constitute a Default under Section 7.3) with respect to (a) the Mortgaged Properties on the Closing Date in the case of such amendments and supplements and (b) the pledge of the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower further hereby agrees to deliver or use its best efforts to cause the delivery to the Administrative Agent of all such Collateral Documentsamendments, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in supplements and pledge of agreements as soon as practicable after the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralClosing Date.

Collateral. The All obligations of the Borrower will causeand the Guarantors to the DIP Agent and the DIP Lenders under the DIP Facility, including, without limitation, all principal and accrued interest, premiums (if any), costs, fees, expenses, disbursements, reimbursement obligations, indemnities and any and all other amounts due or payable under the DIP Facility (collectively, the “DIP Obligations”), shall be secured (subject to the Carve Out) by continuing, valid, binding, enforceable, non-avoidable, and will cause each other Loan Party automatically and fully and properly perfected liens and security interests (such liens and securing interests securing the DIP Obligations, collectively, the “DIP Liens”) in all DIP Collateral (as defined below) on the following basis: (a) pursuant to Bankruptcy Code §364(c)(2), the DIP Liens shall have first-priority with respect to all DIP Collateral that is a Subsidiary Guarantor not subject to causeanother valid, all perfected, enforceable and non-avoidable lien or security interest as of its owned property the Petition Date (whether personalsuch DIP Collateral, tangible, intangible, or mixedthe “Unencumbered Assets”); and (b) pursuant to Bankruptcy Code §364(c)(3) and §364(d)(1), the DIP Liens on all DIP Collateral other than Excluded PropertyUnencumbered Assets shall rank: (x) junior only to valid, unavoidable and enforceable liens or security interests on such DIP Collateral existing on the Petition Date (other than a lien securing the Existing Term Loans) which are (A) fully and properly perfected as of the Petition Date to the extent required by Bankruptcy Code §546(b) or (B) perfected subsequent to the Petition Date, in the manner and to the extent permitted by Bankruptcy Code §546(b), in each case, solely to the extent that such liens and security interests are permitted to be subject at all times senior to first prioritythe DIP Liens on such DIP Collateral pursuant to the DIP Orders (“Permitted Prior Liens”); and solely with respect to any assets that are or would constitute ABL Priority Collateral, perfected Liens the liens thereon securing the ABL Credit Agreement and the adequate protection liens granted under the DIP Orders in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, ABL Credit Agreement in accordance with the terms and conditions of the ABL Priority Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted “ABL Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.”); and

Collateral. The Borrower will causeObligations shall be secured by valid, perfected, and will cause enforceable Liens on all right, title, and interest of Borrower and each other Loan Party that is a Subsidiary Guarantor to cause, in all of its owned property (whether personaltheir accounts, tangiblechattel paper, intangibleinstruments, or mixed)documents, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims, real estate and certain other than Excluded Property, whether now owned or hereafter acquired or arising, and all proceeds thereof; provided that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on local pxxxx cash accounts maintained by Borrower and the Subsidiaries in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $50,000 in the aggregate and Liens on payroll accounts maintained by Borrower and the Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by Bank, Liens on vehicles which are subject at all times to first priority, a certificate of title law need not be perfected Liens in favor of provided that the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal total value of such parcelproperty at any one time not so perfected shall not exceed $50,000 in the aggregate; and (iii) unless otherwise required by Bank during the existence of any Event of Default, Liens on the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests Voting Stock of a Foreign Subsidiary shall be required hereunder limited to 65% of the total outstanding Voting Stock of such Foreign Subsidiary, which, if such Equity Interests constitute Excluded Property; providedgranted, further, would cause a material adverse effect (as reasonably determined by Borrower) on the Borrower’s federal income tax liability. Borrower acknowledges and agrees that no local-law pledge documentation the Liens on the Collateral shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery valid and perfected first priority Liens subject, however, to the Administrative Agent proviso appearing at the end of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienpreceding sentence, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralBank.

Collateral. Subject to the time periods set forth in Section 8.17 and the Collateral Documents, the Obligations, Hedging Liability, and Funds Transfer, Deposit Account Liability and Foreign LCs shall (in the case of any Hedging Liability or Funds Transfer, Deposit Account Liability and Foreign LCs, unless otherwise notified by the Borrower to the Administrative Agent) be secured by valid, perfected, and enforceable Liens on and security interests in (subject to Permitted Liens) all right, title, and interest of the Borrower and each Guarantor in substantially all of their respective accounts, chattel paper, instruments, documents, contracts, general intangibles, letter of credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, Intellectual Property, money, cash and Cash Equivalents, commercial tort claims, real estate and certain other Property, whether now owned or hereafter acquired or arising, and all proceeds thereof, in each case subject to the terms and conditions of the Collateral Documents; provided, however, that: (i) Liens on the Voting Stock of a Foreign Subsidiary or a Disregarded Domestic Person shall be limited to 65% of the total outstanding Voting Stock (and 100% of non-Voting Stock) of any Foreign Subsidiary or any Disregarded Domestic Person owned directly by the Borrower or one of its Domestic Subsidiaries; and provided, further, that no stock of any Foreign Subsidiary or any Disregarded Domestic Person not owned directly by the Borrower or one of its Domestic Subsidiaries shall be pledged hereunder; (ii) no Lien shall be granted with respect to any leasehold real property; (iii) no Liens shall be granted with respect to any fee-owned real property; (iv) no Liens shall be granted with respect to any (x) Equity Interests in partnerships, joint ventures and any other Subsidiary that is not a Wholly-owned Subsidiary if such Equity Interests cannot be pledged without the consent of one or more Persons that is not a Loan Party or an Affiliate thereof, but only to the extent that any such prohibition is not rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions thereof) or any other applicable law, (y) the assets of a Foreign Subsidiary or a Disregarded Domestic Person, and (z) margin stock (within the meaning of Regulation U issued by the Federal Reserve Board); (v) no Lien shall be granted with respect to any Property or assets which are specifically the subject of any permit, lease, license, contract or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only to the extent that the grant of the lien and security interest under a Collateral Document (x) is prohibited by or a violation of any law, rule or regulation applicable to such Loan Party or (y) shall constitute or result in a breach of a term or provision of, or the termination of or a default under the terms of, such permit, lease, license, contract or agreement (other than to the extent that any such law, rule, regulation, term or provision would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle of equity)); (vi) no Liens shall be granted with respect to any Property or assets the pledge of which under a Collateral Document would require governmental consent, approval, license or authorization, but only to the extent that any such restriction on such pledge is not rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions thereof) or any other applicable law (provided, however, that the Collateral shall include (and such Lien shall attach) immediately at such time as, as applicable, the consent referred to above is obtained or the contractual or legal provisions referred to above shall be obtained or shall no longer be applicable and to the extent severable, and shall attach immediately to any portion of (x) such Equity Interests not subject to such consent specified in preceding clause (iv), (y) such Property and assets not specifically subject to such permit, lease, license, contract or agreement specified in preceding clause (v) and (z) such Property and assets not subject to such consent, approval, license or authorization specified in this clause (vi); and provided, further, that the exclusions referred to in clauses (iv), (v) and (vi) shall not include any Proceeds (as defined in the UCC) of any such Equity Interests, Property or assets); (vii) no Liens shall be granted in any “intent to use” trademark applications filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, a Lien therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (viii) no Liens shall be granted (A) with respect to any property or assets to the extent the burden or cost of obtaining such Lien therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent, or (B) with respect to any other property or assets as shall be excluded from the Collateral pursuant to the Collateral Documents; and (ix) no Liens shall be granted with respect to any Property or assets to the extent that same would result in material adverse tax consequences as reasonably determined by the Borrower; provided, further, that (a) no Lien shall be perfected with respect to any Property or asset with respect to which the Borrower and the Collateral Agent reasonably determine that the burden or cost of perfecting a security interest in such Property or asset outweighs the benefit of perfection afforded thereby to the Secured Creditors, (b) no foreign law governed security or pledge agreement shall be required, (c) no landlord lien waivers, bailee letters or similar agreements shall be required and (d) the security interest granted pursuant the Collateral Documents upon the following Collateral shall not be required to be perfected: (i) cash and Cash Equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets), in each case to the extent a security interest therein cannot be perfected by the filing of a financing statement under the UCC; (ii) other assets the security interest in which requires perfection through control agreements; (iii) vehicles and any other assets subject to certificates of title; (iv) commercial tort claims; and (v) letter of credit rights, in each case, to the extent a security interest therein cannot be perfected by the filing of a financing statement under the UCC. The Borrower will cause, acknowledges and will cause each other Loan Party agrees that is a Subsidiary Guarantor the Liens on the Collateral shall be granted to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure holders of the Obligations, in accordance with the terms Hedging Liability, and conditions the Funds Transfer, Deposit Account Liability and Foreign LCs and shall be valid and perfected first priority Liens subject, however, to the proviso appearing at the end of the Collateral Documents, subject in any case preceding sentence and to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienPermitted Liens, in each case pursuant to one or more Collateral Documents entered into by such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause(a) Each Person that becomes a Guarantor after the Issue Date shall, subject to any applicable limitation in this Indenture and any Security Document, also become a party to the applicable Security Documents and, within the time periods set forth in ‎Section 4.15(b) and the applicable Security Documents, shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that the Indenture provides may be delivered after the Issue Date (to the extent, and will cause each other Loan Party that is a Subsidiary Guarantor to causesubstantially in the form (as determined by the Company in good faith) delivered on the Issue Date or the date first delivered, all of its owned property as applicable (whether personal, tangible, intangible, or mixedbut no greater scope))), other than Excluded Property, with such adjustments as the Company may determine in good faith are appropriate to be subject at all times to first priority, perfected Liens in favor reflect applicable law and the terms or requirements of the Administrative Agent for Credit Agreement or the benefit of the Secured Parties First Lien Security Documents, as may be necessary to secure the Obligations, vest in accordance with the terms and conditions of the Collateral Documents, Trustee a perfected second-priority security interest (subject in any case to Liens permitted by Section 6.02‎Section 4.06 and Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guaranty and as may be necessary in order to have such property or asset added to the Collateral as required under, and subject to the limitations set forth in, the Security Documents in order to satisfy the Collateral Vessel Requirements, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; providedprovided that for as long as the Senior Secured Credit Facility Obligations are outstanding, that Liens upon any parcel of real property shall only the Grantors will not be required to be granted when either the book value, take any actions to create or if the Borrower has a fair market appraisal of perfect any liens unless such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or actions are required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if create or perfect liens securing such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Senior Secured Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralFacility Obligations.

Collateral. The Liabilities are secured pursuant to the Security Deeds relating to the Collateral Pool and the other Financing Documents and which have been or shall be duly executed and delivered by Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of Lender (as applicable), and Borrower also shall execute or deliver any and all financing statements, fixture filings, assignments of room rents and room deposits, and other such documents as Lender may from time to time reasonably request in order to perfect or maintain the Administrative Agent for perfection of Lender’s first priority lien rights thereunder. With respect to the benefit room rents and room deposits of the Secured Parties to secure the Obligations, Hotel Properties in accordance with the terms and conditions of the Collateral DocumentsPool, subject in any case Borrower hereby grants, gives and assigns to Liens permitted by Section 6.02; providedLender a security interest in, that Liens upon any parcel of real property and the rights to, said room rents and room deposits. With regard to all Hotel Properties, Borrower also shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute deliver or cause to be executed (subject delivered to the grace periods provided in Section 5.09 for Lender, at Borrower’s expense, lender title insurance policies issued by a title insurance company satisfactory to the joinder of Subsidiary Guarantors)Lender and insuring the Lender’s Liens under the Security Deeds, Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary which policies shall be required hereunder if such Equity Interests constitute Excluded Property; providedin form, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions substance and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance amount reasonably satisfactory to the Administrative AgentLender and issued by an insurer reasonably satisfactory to Lender. Notwithstanding anything herein to the contrary, so long as Borrower is in full compliance with the Financial Covenants more specifically set forth in Section 507 of this Agreement, Borrower, upon obtaining Lender’s prior written consent (which consent shall not be unreasonably withheld), and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge upon Borrower’s completion of the Collateral of the Hotel Property Pledge Requirements, Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over (i) add new Suburban Lodge extended stay hotel properties to the Administrative AgentHotel Properties in the Collateral Pool (an “Additional Property”), and (ii) substitute new Suburban Lodge extended stay hotel properties for the existing Hotel Properties in the Collateral Pool (a “Substituted Property”). Lender shall not require an appraisal on a Substituted Property so long as the following conditions are met to Lender’s Liens on the Collateral.reasonable satisfaction:

Collateral. The Subject to the limitations set forth below in this section and the Limited Conditionality Provision, the obligations of the Borrower and the Guarantors (other than Parent) in respect of the Bridge Facility will causebe secured by: (a) a perfected first-priority pledge of all of the equity interests issued by each Guarantor (other than Parent) and (b) a perfected first-priority security interest in substantially all real property of the Loan Parties and the net cash proceeds from dispositions of such real property, whether or not mortgages covering such real property have been executed, delivered and/or recorded (it being understood and agreed that no control agreements will be required with respect to any such Collateral) (the items described in clauses (a) and (b) above, but excluding the Excluded Assets (as defined below), collectively, the “Collateral”), subject to certain liens to be agreed. For the avoidance of doubt, (x) the Collateral shall include, without limitation, all real property assets of the Loan Parties set forth in Exhibit E hereto unless a pledge of such real property assets to secure the Bridge Facility is, as of the date hereof, prohibited under that certain Amended and Restated Credit Agreement, dated as of December 2, 2014, among, inter alios, American Realty Capital Retail Operating Partnership, L.P., as borrower, and will cause each BMO Xxxxxx Bank N.A., as administrative agent (as in effect on the date hereof), but only for so long as such prohibition is applicable, (all such real property assets not subject to any such prohibition, collectively, the “Bridge Facility Properties”) and (y) to the extent the mortgage of such real property or pledge of the equity interests issued by the owner of such real property is required under the terms of any property-level financing, the proceeds of which are used to reduce commitments or prepay Bridge Loans in accordance with clause (y) under the heading “Mandatory Prepayments and Commitment Reductions” above, such real property and/or equity interests, as the case may be, shall be automatically released from the security interest anticipated hereby concurrent with the consummation of such financing, so long as, after giving pro forma effect to any such reduction of commitments and/or prepayment of Bridge Loans, as the case may be, and release of such real property and/or equity interests, as the case may be, the ratio of (i) the aggregate Bridge Commitments or Bridge Loans, as applicable, outstanding at such time to (b) the aggregate appraised value of the Bridge Facility Properties (net of the aggregate amount of any indebtedness or other amounts secured by encumbrances thereon (other than the Bridge Loans)) (as determined by Financial Institutions Reform, Recovery, and Enforcement Act of 1989 compliant appraisals for such Bridge Facility Properties dated as of a recent date (“FIRREA-Compliant Appraisals”)) for which FIRREA-Compliant Appraisals have been delivered is no greater than 0.50 to 1.00. Notwithstanding anything to the contrary contained herein (but subject to the last sentence of the immediately preceding paragraph), the Collateral shall exclude the following: (i) to the extent requiring the consent of one or more third parties (that are not a Loan Party that or any direct or indirect parent thereof) or prohibited by the terms of any applicable organizational documents, equity interests in any person other than wholly-owned subsidiaries (but only for so long as such prohibition is a Subsidiary Guarantor applicable and to cause, all of its owned property (whether personal, tangible, intangible, or mixedthe extent not entered into in contemplation hereof), other than Excluded Property(ii) any property subject to a purchase money security interest or similar arrangement not prohibited by the Bridge Documentation to the extent that a grant of a security interest therein would require the consent of a third party that are not a Loan Party or any direct or indirect parent or subsidiary thereof (unless such consent has been received), to be subject at all times to first priorityviolate or invalidate such lease, perfected Liens license, contract, agreement, document or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any parent or subsidiary thereof) after giving effect to the Administrative Agent for the benefit applicable anti-assignment provisions of the Secured Parties UCC, (iii) assets of any subsidiary that are prohibited by any permitted contractual obligation binding on such asset that is existing on the Delayed Draw Closing Date (or, if later, the date of acquisition of such asset) from being pledged to secure the ObligationsBridge Facility, or such pledge would trigger termination pursuant to any “change of control” or similar provision under such contract, or which would require governmental (including regulatory) consent, approval, license or authorization to pledge such assets, unless such consent, approval, license or authorization has been received, (iv) assets the pledging of which would have a material adverse tax consequence for the Borrower or its beneficial owners, as may reasonably be determined by the Borrower in accordance with good faith and (v) assets in circumstances where the terms Initial Lenders and conditions the Borrower reasonably agree that the cost, burden or consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the Collateral Documentspractical benefit afforded thereby (the foregoing described in clauses (i) through (v) are, subject in any case to Liens permitted by Section 6.02; providedcollectively, that Liens upon any parcel of real property “Excluded Assets”). The Loan Parties shall only not be required to be granted when either the book value, obtain third party acknowledgements or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided consent in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request support of the Administrative Agentcreation, applicable local law pledge documents) perfection or enforcement of security interests in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The (a) Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor shall not take any action (nor permit or consent to cause, all the taking of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, any action) which might reasonably be anticipated to be subject at all times to first priority, perfected Liens in favor of impair the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions value of the Collateral Documents, subject or any of the rights of Agent or Lenders in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Collateral. The Borrower shall and shall cause its Domestic Subsidiaries to execute not (i) modify or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request amend any of the Administrative Pledged Documents without Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the 's prior written consent except that Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to modify up to (1) 15% of the Notes Receivable which are to be pledged to Agent by reducing the interest rate charged and/or (2) 20% of the Notes Receivable which are to be pledged to Agent by extending the term of the Notes Receivable beyond 84 months so long as (a) no Financed Notes Receivable shall have priority over been modified more than two times; (b) all Financed Notes Receivable have a weighted average interest rate of at least 13.75%; (c) no term exceeds 120 months; (d) no more than 20% of all Financed Notes Receivable have a term exceeding 84 months; (e) at such time as 10% of the Administrative Agent’s Liens Financed Notes Receivable constitute Notes Receivable which have been modified as permitted hereunder any additional modified Notes Receivable to be pledged to Agent shall be subject to the further requirement that the Purchasers under such modified Notes Receivable to be pledged to Agent shall have made two (2) timely and consecutive monthly payments; (f) no additional modified Notes Receivable shall be pledged to Agent after the expiration of the Revolving Period except in replacement of a modified Financed Note Receivable which has become ineligible; (g) no unmodified Financed Note Receivable which becomes ineligible may be replaced with a modified Note Receivable; and (h) there shall be no limit on assumptions of Notes Receivable provided the purchaser has made a 10% down payment, or (ii) grant extensions of time for the payment of, compromise for less than the full face value, release in whole or in part any Purchaser liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Collateral or any instrument or document representing the Collateral.

Collateral. The Borrower will causeIf an Event of Default has occurred and is continuing, Lender shall have, in addition to all other rights of Lender, the rights and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (i) Lender may notify Account Debtors to make payment directly to Lender or to such address as Lender may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Lender considers appropriate, and in such case, Lender will cause each credit the Obligations with only the net amounts received by Lender in payment thereof after deducting all Lender Expenses incurred or expended in connection therewith; (ii) Lender may take possession of the Collateral and keep it on Credit Parties’ or Guarantor’s premises or remove all or any part of it to another location selected by Lender; (iii) on request by Lender, Credit Parties and Guarantor will, at Credit Parties’ and Guarantor’s cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender; and (iv) Lender may, to the fullest extent permitted by Applicable Law, sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Lender deems appropriate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give the appropriate Credit Party or Guarantor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other Loan Party intended disposition thereof is to be made. For this purpose, it is agreed that at least ten (10) days’ notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 13.6 shall be deemed to be reasonable notice in conformity with the UCC. Lender may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Lender shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), sold on terms other than Excluded Propertypayment in full at the time of sale, to no credit shall be subject at all times to first priority, perfected Liens given in favor reduction of the Administrative Agent Obligations until Lender receives payment in cash, and if any such buyer defaults in payment, Lender may resell the Collateral without further notice to Credit Parties and Guarantor. In the event Lender seeks to take possession of all or any portion of the Collateral by judicial process, each Credit Party and Guarantor waives the posting of any bond, surety or security with respect thereto which might otherwise be required. Each Credit Party and Guarantor agrees that Lender has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. Lender is hereby granted a license or other right to use, without charge, each Credit Party’s and Guarantor’s Proprietary Rights in completing production of, advertising or selling any Collateral, and each Credit Party’s and Guarantor’s rights under all licenses shall inure to Lender’s benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be applied to the Secured Parties to secure the Obligations, Obligations as set forth in accordance with the terms Section 4.7. The rights and conditions remedies of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property Lender under this Agreement and the other Loan Documents shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000cumulative. The Borrower Lender shall have all other rights and shall cause its Domestic Subsidiaries to execute remedies not inconsistent herewith as provided under the UCC, other Applicable Law or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralequity.

Collateral. The As security for all indebtedness of Borrower will causeto Bank subject hereto, and will cause each other Loan Party that is a Subsidiary Guarantor Borrower hereby grants to causeBank security interests of first priority in the following (hereafter, all of its owned property the "Collateral"): (whether personal, tangible, intangiblei) Borrower's Market Rate account #7735-113990 maintained at Bank, or mixedany replacement or substitution therefor, including any account resulting from a renumbering or other administrative re-identification thereof ("WFB Market Rate Account"); (ii) Borrower's Xxxxx Capital Management account #00000000 maintained at Bank; and (iii) all accounts receivable and other rights to payment, general intangibles, equipment and all other than Excluded Property, to be subject at personal property more particularly described in the Security Agreements (as defined below) and all times to first priority, perfected Liens in favor proceeds of the Administrative Agent for the benefit foregoing. All of the Secured Parties to secure the Obligations, in accordance with the terms foregoing shall be evidenced by and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder terms of Subsidiary Guarantors)such security agreements, Collateral Documents (includingfinancing statements, upon the request deeds of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions trust and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as Bank shall be reasonably requested by the Administrative Agent) to grant and perfect such Lienrequire, in each case all in form and substance reasonably satisfactory to Bank, including, without limitation, the Administrative Agentfollowing security agreements: (i) that certain Continuing Security Agreement: Rights to Payment, dated as of the date hereof, and executed by Borrower in a manner favor of Bank ("Rights to Payment Security Agreement"); (ii) that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge certain Security Agreement: Equipment, dated as of the Collateral date hereof, and executed by Borrower in favor of Bank ("Equipment Security Agreement"); (iii) that certain Security Agreement: Securities Account, dated as of the date hereof, and executed by Borrower or such Subsidiary Guarantor in favor of Bank ("Securities Account Security Agreement"); and all rights(iv) that certain Security Agreement: Specific Rights to Payment, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 dated as of the Credit date hereof, and executed by Borrower in favor of Bank ("Specific Rights to Payment Security Agreement"; providedcollectively with the Rights to Payment Security Agreement, that no such Lien (other than Permitted Priority Liens) the Equipment Security Agreement and the Securities Account Security Agreement, the "Security Agreements"). Borrower shall be permitted to have priority over reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the Administrative Agent’s Liens on the Collateralforegoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

Collateral. The obligations of Borrower will cause, and will cause each other under the Loan Party that is Documents shall be secured by a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, perfected first priority security interest to be subject at all times to first priority, perfected Liens in favor of held by the Administrative Agent for the benefit of the Secured Parties to secure Lenders on the Obligations, Eligible Properties and by a perfected first priority security interest in accordance with each Eligible Property Operating Account. The Mortgage on the terms Initial Property shall be executed and conditions delivered not later than the date of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Agreement. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery also provide to the Administrative Agent not later than the date of all such Collateral Documents, together the Agreement with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject respect to the above-described pledge, stock powers Initial Property and not later than the date any additional Eligible Property is included in the Borrowing Base Value with respect thereto executed in blankto each additional Eligible Property, and an Appraisal, a rent roll, leasing activity reports, form of lease, operating statements, property condition report, insurance certificates, lender’s title insurance policies with such other documents endorsements as shall may be reasonably requested by Administrative Agent, surveys (which if no material changes to the improvements thereon have occurred, may be older surveys accompanied by an affidavit of no change from the Borrower), evidence that the Eligible Property is not in a flood zone, environmental assessments, a written opinion of the Borrower’s counsel addressed to the Administrative Agent) to grant Agent and perfect such Lien, Lenders in each case in a form and substance reasonably satisfactory to the Administrative Agent, Agent regarding any new Mortgage and in a manner that such other due diligence materials as the Administrative Agent shall be reasonably satisfied that require for each Eligible Property (the Administrative Agent has “Required Diligence”). Borrower shall pay for all Appraisals, title policies, surveys, environmental assessments and other Required Diligence required hereunder. Borrower shall, or shall cause its Material Subsidiaries to, deposit all income from an Eligible Property into the applicable Eligible Property Operating Account. Prior to the occurrence of a first priority perfected security interest in Default or Event of Default, Borrower and pledge of the Collateral of Material Subsidiaries may withdraw funds from the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) Eligible Property Operating Accounts. All Eligible Property Operating Accounts shall be permitted to have priority over opened and maintained with the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will causeEach Loan Party shall at all times keep the Collateral and all its other property and assets free and clear from any Liens whatsoever (except for Permitted Liens), and will cause each other shall give Agent prompt written notice when such Loan Party knows of any legal process adversely affecting such, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens. No Loan Party shall agree with any Person other than Agent or Lender not to encumber its property other than (i) in connection with Permitted Liens solely to the extent such restriction applies to assets permitted to be excluded from the Collateral pursuant to Section 3.2, (ii) customary restrictions on the assignment of leases, licenses and other agreements, and (iii) in connection with Permitted Transfers (provided that this clause (iii) shall not be construed to permit a Loan Party to agree with any Person (other than Agent or Lender) to grant a security interest on a Loan Party’s property in connection with a Permitted Transfer). No Loan Party shall enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Intellectual Property, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a Subsidiary Guarantor to causeparty, all of its owned property (whether personal, tangible, intangible, or mixed)in each case, other than Excluded Property(a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) in connection with Permitted Liens, Permitted Indebtedness and Permitted Transfers, and (d) customary restrictions on the assignment of leases, licenses and other agreements. Each Loan Party shall cause its Subsidiaries to be subject protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and each Loan Party shall cause its Subsidiaries at all times to first prioritykeep such Subsidiary’s property and assets free and clear from any Liens whatsoever (except for Permitted Liens), perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder give Agent prompt written notice of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or any legal process adversely affecting such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative AgentSubsidiary’s Liens on the Collateralassets.

Collateral. The Borrower will causeAs 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 will cause each other Loan Party that is a Subsidiary Guarantor to causesecurities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of its owned such property, and any property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of substituted by the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, 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 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. 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 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 Client first requesting an Advance hereunder, Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral Documentsand remains as cash in the Account. 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, subject in all interest paid on the Collateral shall be applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any case interest added to Liens permitted by principal pursuant to Section 6.023) and any other portion 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 Account on or after the 15th day of each month (except to the extent that Liens upon any parcel of real property shall only be required to be granted when either a Shortfall would result from such withdrawal) the book value, or if the Borrower has a fair market appraisal amount of such parcel, interest paid on the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject Collateral prior to the grace periods provided in first day of such month exceeding (x) any accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 5.09 3) plus (y) the amount of interest on the Loan Obligation payable for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralpreceding month.

Collateral. The Borrower will causeAdministrative 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 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 will cause each (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 Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor Parties organized under the laws of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property United States shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall provide guarantees and shall cause its Domestic Subsidiaries to execute or cause to be executed Collateral (subject to the grace periods provided terms set forth in Section 5.09 for this paragraph) on the joinder of Subsidiary Guarantors), Closing Date and the other Loan Parties may instead provide guarantees and Collateral Documents within forty-five (including, upon 45) Business Days after the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect Closing Date (subject to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required extensions to be delivered unless requested reasonably agreed upon by the Administrative Agent. The Borrower further agrees ), and to deliver the extent any Collateral (including the grant or cause 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 Administrative Agent extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of all such Collateral 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 143 the Loan Documents, together with appropriate corporate resolutions and other documentation (including legal opinionsy) any Collateral the security interest in which may be perfected by the filing of a UCC financing statement for entities organized in the United States) is not or cannot reasonably be provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or without undue burden or expense, then the stock certificates representing provision of such collateral and perfection therein shall not constitute a condition precedent to the Equity Interests availability of the Loans on the Closing Date, but may instead be provided or perfected within ninety (90) days after the Closing Date (in each case, subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall extensions to be reasonably requested agreed upon by the Administrative Agent) ). Without limiting the generality of the provisions of Section 9.03(b), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to grant and perfect such Lienhave consented to, in approved or accepted or the be satisfied with, each case in form and substance reasonably document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, and in a manner that Lender unless the Administrative Agent shall be reasonably satisfied that have received notice from such Lender prior to the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related proposed Closing Date specifying its objection thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Obligations, Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, 7.2 (it being understood and agreed that Liens upon any parcel (a) no control agreements will be required hereunder in respect of real property shall bank accounts and (b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Notwithstanding anything herein to the contrary, if any improvement on a Mortgaged Property is located in a Flood Hazard Area, no Mortgage will be executed or recorded with respect to such Mortgaged Property pursuant to this Agreement until the Syndication Agent has received written notice of such Mortgage at least 30 days prior to such execution or recording and the Syndication Agent has confirmed that its flood insurance due diligence and flood insurance compliance has been completed in a manner satisfactory to it (such confirmation not to be granted when either unreasonably withheld or delayed). Without limiting the book valuegenerality of the foregoing, or if the Borrower has a fair market appraisal will (i) cause the Applicable Pledge Percentage of such parcel, the appraised value thereof equals issued and outstanding equity interests of each Pledge Subsidiary directly owned by the Borrower or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause any other Loan Party to be executed (subject at all times to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors)a first priority, Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Collateral Agent for the benefit of to secure the Secured Parties, Obligations in accordance with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions terms and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge conditions of the Collateral of the Borrower Documents or such Subsidiary Guarantor other security documents as the Collateral Agent shall reasonably request and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.LEGAL02/36800330v21

Collateral. The Collateral for a loan made by Lender to Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all shall consist of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book valuecas, or if acceptable to Lender, cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower has with Lender pursuant to paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the "Collateral"). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Securities are obligations of the Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness ("Debt Securities"), Borrower shall deliver Collateral in an amount equal to 105% of the market value of the Debt Securities plus the Barclays Global Investors 45 Fremont Street Xxx Xxxxxxxxx, XX 00000 Xxxx: X.O. Box 7101 San Fraxxxxxx, XX 00000-00000. xxxxxxxx xxxxxxx xx xxxx Xxxx Xxxxxxxxxx. Xxx Xxxxxxxxxl shall secure all obligations of Borrower to Lender hereunder, and Lender, in addition to all its other rights with respect thereto under this Agreement shall have a fair market appraisal of such parcelcontinuing security interest in and lien upon, or title to, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall Collateral and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder have right of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, set-off with respect to all Collateral as to all obligations of Borrower to Lender whether arising under this Agreement or otherwise. Borrower represents and warrants that it has the property of unqualified right to sell, transfer, assign or pledge the Borrower or collateral which will become Collateral and that such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedcollateral, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the upon delivery to the Administrative Agent Lender, will be free of all such Collateral Documentsany lien, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower claim or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralencumbrance.

Collateral. The Within forty-five (45) days (or such longer period as may be extended by the Collateral Agent in its reasonable discretion) after any Significant Subsidiary is formed or acquired after the Closing Date or a Subsidiary becomes a Significant Subsidiary, the Borrower will causeshall cause such new Significant Subsidiary to, unless the Collateral Agent otherwise agrees in its reasonable discretion, (i) execute and will deliver to the Collateral Agent a Perfection Certificate, relating to such Significant Subsidiary, (ii) execute and deliver to the Collateral Agent a joinder agreement to the ABL Intercreditor Agreement (if any) in the manner provided therein, (iii) cause each all of the issued and outstanding capital stock, partnership interests, member interests or other equity interest of such Significant Subsidiary (except to the extent constituting Excluded Property) that are owned by another Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times pledged on a first priority perfected basis to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to secure the ObligationsPledge Agreement (subject only to (x) Permitted Liens securing any ABL Facility or other permitted secured Debt that is subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and (y) Permitted Liens arising by operation of law), in accordance with (iv) execute and deliver to the terms and conditions Collateral Agent for the benefit of the Secured Parties any other applicable Collateral DocumentsDocuments in form and substance reasonably satisfactory to the Collateral Agent, subject in any case to Liens permitted by Section 6.02; providedincluding without limitation, that Liens upon any parcel of real property shall only be required to be granted when either the book valuePatent, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall Trademark and shall cause its Domestic Subsidiaries to execute or cause to be executed Copyright Security Agreements and Mortgages (subject to the grace periods provided below proviso) necessary or reasonably requested by the Collateral Agent to grant first priority perfected liens and security interests (subject only to Permitted Liens) in Section 5.09 for and to the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request assets of the Administrative Agent, applicable local law pledge documentsLoan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (other than Excluded Property), including proper financing statements under the Uniform Commercial Code of the applicable jurisdictions of organization covering the Collateral described in the relevant Collateral Documents and appropriate equity certificates and powers evidencing the Collateral pledged pursuant to the Pledge Agreement, (v) obtain Uniform Commercial Code, lien, tax, mortgage, leasehold mortgage, and judgment searches (including searches of the applicable real estate indexes), with the results, form scope and substance of such searches to be reasonably satisfactory to the Collateral Agent, (vi) deliver opinions of legal counsel with respect to such new Significant Subsidiary, including opinions of local counsel in each applicable jurisdiction, as such opinions may be reasonably requested by the Administrative Agent and with such opinions to be reasonably satisfactory to the Administrative Agent in its reasonable discretion and (vii) provide the Collateral Agent with evidence that such new Significant Subsidiary has taken all actions required under the Flood Laws and/or reasonably requested by the Collateral Agent, to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral to the extent such Collateral includes any “building”, “structure” or “mobile home” (each as defined in Regulation H as promulgated by the Federal Reserve Board under the Flood Laws), including, but not limited to, providing the Collateral Agent with the address and/or GPS coordinates of each structure on any real property that is or will be subject to a Mortgage in favor of the Collateral Agent, for the benefit of the Secured Parties, and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; provided, however, with respect to all any Real Property (other than, for the avoidance of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests doubt, Excluded Property) of a Foreign Significant Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be is formed or acquired after the Closing Date or of a Subsidiary that becomes a Significant Subsidiary after the Closing Date that is required to be delivered unless requested subject to a Mortgage, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or the Security Agreement, the requirements of this Section 8.01(i) shall be satisfied with respect to Real Property and with respect to fixtures and as extracted collateral if the Borrower and the applicable Significant Subsidiary take all steps within one hundred and twenty (120) days following the date a Subsidiary becomes a Significant Subsidiary (or such longer period as may be extended by the Administrative Agent. The Borrower further agrees to deliver Collateral Agent in its reasonable discretion) necessary or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) Collateral Agent to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest liens (subject only to Permitted Liens) in and pledge to the assets of the Loan Parties that constitute Term Loan Priority Collateral and second priority Liens (subject only to Permitted Liens) in and to the assets of the Loan Parties that constitute ABL Priority Collateral in favor of the Collateral Agent for the benefit of the Borrower or Secured Parties with respect to such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. Borrower acknowledges this Note is secured by, in addition to any other collateral, a (Deed of Trust or Mortgage, as applicable), Security Agreement, Financing Statement and Assignment of Rents dated October 22, 2001 (the " "), by , Inc. to a trustee is favor of Lender on certain real property commonly known as . The Borrower will causecontains the following due on sale provision: "It is expressly acknowledged, covenanted and agreed that except as may be permitted in this that there may be no sale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, transfer or other disposition (herein collectively called a "Disposition") of (a) all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights, remedies and recourses set forth in this upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to exercise its remedies hereunder for a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and will cause each Lender's approval of a Disposition shall not be construed as a waiver of the provisions hereof with respect to ______ Note any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and discretion, need not be based upon an increased business risk or any other Loan Party that is a Subsidiary Guarantor risk, and are an integral and valuable part of the security given to causeLender. Notwithstanding the provisions of this section, all of its owned property (whether personal, tangible, intangibleBorrower may sell or otherwise convey the Property, or mixed)any interest therein, other than Excluded Property, to be subject at without the consent of Lender provided that all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit outstanding and unpaid amounts of the Secured Parties to secure Obligations [as defined in the Obligations, in accordance with ] are fully repaid at the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal time of such parcel, the appraised value thereof equals sale or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralconveyance."

Collateral. (a) The Borrower will causedue and punctual payment of the principal of, premium, if any, and interest on the Notes, the Intermediate Holdings Guarantee 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 Intermediate Holdings Guarantee and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuers, Intermediate Holdings and the Note Guarantors set forth in Section 7.07, and the Notes, Intermediate Holdings Guarantee and the Note Guarantees and the Intercreditor Agreement and the Collateral Documents, shall be secured by a Lien on the Collateral on a junior basis to the First Lien Priority Indebtedness and on a senior basis to the Junior Lien Collateral Indebtedness (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents and the Intercreditor Agreement to which the Issuer, Intermediate Holdings and the Note Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture and will cause each other Loan Party that is a Subsidiary Guarantor to cause, be secured by all of its owned property (whether personalthe Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, tangiblethe Collateral Documents and the Intercreditor Agreement. The Trustee, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure Holders, hereby appoints The Bank of New York Mellon Trust Company, N.A. as the Obligations, in accordance with the terms initial Collateral Agent and conditions of the Collateral Documents, subject in any case Agent is hereby authorized and directed to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either execute and deliver the book value, or if Collateral Documents and the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000Intercreditor Agreement. The Borrower Issuer, Intermediate Holdings and the Note Guarantors hereby agree that the Collateral Agent shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to hold the grace periods provided Collateral in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent trust for the benefit of the Secured Parties, with respect to all of the property of Holders and the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienTrustee, in each case in form and substance reasonably satisfactory pursuant to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge terms of the Collateral of Documents and the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Intercreditor Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Effective upon any Subsidiary becoming a Guarantor after the Closing Date, the Borrower will cause, and will shall cause each other Loan Party that is such Guarantor within fifteen Business Days after becoming a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of such later date as the Administrative Agent may agree) to grant to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed second (subject to Permitted Liens) priority security interest in all assets (including real property and the grace periods provided in Section 5.09 for the joinder Capital Stock of Subsidiary Guarantors), Collateral Documents its Subsidiaries) of such Guarantor pursuant to documentation (including, upon the request of the Administrative Agent, applicable local law pledge documentsincluding related certificates and opinions) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect reasonably acceptable to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or will, and will cause the delivery 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 all such Collateral Documentsattorney, together with appropriate corporate resolutions certificates, reports and other documentation assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (including legal opinionsa) neither the Borrower nor any other Guarantor shall be obligated hereby to grant a security interest in any asset if the granting of such security interest would result in the violation of any applicable law or regulation, (b) the stock certificates representing Collateral shall not include a security interest in any asset if the Equity Interests granting of such security interest would be prohibited by enforceable anti-assignment provisions of contracts or applicable law (after giving effect to relevant provisions of the Uniform Commercial Code), (c) 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 Collateral, (d) the Collateral shall not include cash and cash equivalents, accounts receivable or Portfolio Securities, or deposit or security accounts (except to the extent that the foregoing are proceeds of Collateral; provided that in no event shall any control agreements be required) containing any of the 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 above-described pledgeconsent of one or more third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, stock powers with respect thereto executed in blank, and such other documents as (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be reasonably requested by limited to 65% of the Administrative AgentCapital Stock of material first-tier Foreign Subsidiaries, (f) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied have the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the Administrative Agent has a first priority perfected cost of obtaining such security interest would outweigh the benefit to the Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (g) no foreign law security or pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) agreements shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrequired.

Collateral. The (a) . (a) In the event that (i) at least two of the Issuer Ratings issued by Fitch, Moody’s and S&P with respect to the Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all or one of its owned property parent entities are less than or equal to (whether personalA) with respect to Fitch, tangibleBB- with a stable outlook, intangible(B) with respect to Moody’s, Ba3 with a stable outlook and (C) with respect to S&P, BB- with a stable outlook, or mixed)(ii) the Eighth Amendment Prepayment has not been made on or prior to December 29, other than Excluded Property2023, then in each case, the Borrower and STX shall, at its cost and expense, within 60 Business Days (or such longer period as the Administrative Agent may reasonably determine in its discretion) provide collateral to secure the Obligations by pledging or creating, or causing to be subject at all times to pledged or created, first priority, perfected Liens in favor security interests (or the equivalent thereof outside the U.S.) with respect to such of its and the other Guarantors’ assets and properties as the Administrative Agent for or the benefit Required Lenders shall designate (it being understood that it is the intent of the Secured Parties to secure parties that the ObligationsObligations shall be secured by substantially all the assets of STX, in accordance with the terms Borrower and conditions of the Collateral Documentsother Guarantors, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required certain exclusions to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of determined by the Administrative Agent for or the benefit of the Secured Parties, Required Lenders in consultation with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary Borrower). Such security interests and Liens shall be required hereunder if such Equity Interests constitute Excluded Property; providedcreated under security agreements, furtherpledge agreements, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent account control agreements, mortgages, deeds of all such Collateral Documents, together with appropriate corporate resolutions trust and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, instruments and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders, and in a manner that STX and the Borrower shall deliver or cause to be delivered to the Administrative Agent shall be reasonably satisfied that all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent has a first or the Required Lenders shall reasonably request to evidence compliance with this Section 5.14. STX and the Borrower agree to provide such evidence as the Administrative Agent and the Required Lenders shall reasonably request as to the perfection and priority perfected status of each such security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralLien.

Collateral. The Borrower will causeObligations, Hedging Liability, and will cause Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Company and each Subsidiary in all capital stock and other Loan Party that is a equity interests held by such Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Company and each Domestic Subsidiary Guarantor to cause, in all of its owned property (whether personaltheir accounts, tangiblechattel paper, intangibleinstruments, or mixed)documents, general intangibles, letter-of-credit rights, supporting obligations, deposit accounts, investment property, inventory, equipment, fixtures, commercial tort claims and certain other than Excluded Property, whether now owned or hereafter acquired or arising, and all proceeds thereof (the “Collateral”); provided, however, that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on local xxxxx cash accounts maintained by the Company and its Subsidiaries in proximity to their operations need not be subject perfected, provided that the total amount on deposit at all times any one time not so perfected shall not exceed $1,000,000 in the aggregate and Liens on payroll accounts maintained by the Company and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens on the Voting Stock of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability shall be limited to first priority65% of the total outstanding Voting Stock of such Foreign Subsidiary, (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the Collateral of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Company’s federal income tax liability, (iv) unless otherwise required by the Administrative Agent or the Required Lenders, Foreign Subsidiaries need not grant to the Administrative Agent Liens on the capital stock or other equity interests held by such Foreign Subsidiary in another Foreign Subsidiary, and (v) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on U.S. general intangibles, to the extent perfected by recording an instrument with the U.S. Patent and Trademark Office, need only be perfected on material U.S. general intangibles. The Borrowers and Guarantors acknowledge and agree that the Liens in favor of on the Collateral shall be granted to the Administrative Agent for the benefit of the Secured Parties to secure holders of the Obligations, in accordance with the terms Hedging Liability, and conditions the Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject however, to the proviso appearing at the end of the Collateral Documents, subject in any case preceding sentence and to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien8.8 hereof, in each case case, pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will causeIf an Event of Default has occurred and is continuing, Administrative Agent shall have, in addition to all other rights of Administrative Agent, the rights and remedies of a secured party under the UCC. At any time when an Event of Default is in existence: (i) Administrative Agent may notify Account Debtors to make payment directly to Administrative Agent, for the account of Lenders, or to such address as Administrative Agent may specify, and enforce, settle or adjust Accounts, General Intangibles or Chattel Paper with Account Debtors or obligors thereon for amounts and upon terms which Administrative Agent considers appropriate, and in such case, Administrative Agent will credit the Obligations with only the net amounts received by Administrative Agent in payment thereof after deducting all Lender Expenses incurred or expended in connection therewith; (ii) Administrative Agent may cause each the Pledged Cash Collateral to be applied to the Obligations, without prior notice; (iii) Administrative Agent may take possession of the Collateral and keep it on Borrower's premises or remove all or any part of it to another location selected by Administrative Agent; (iv) on request by Administrative Agent, Borrower will, at Borrower's cost, assemble the Collateral and make it available to Administrative Agent at a place reasonably convenient to Administrative Agent; and (v) Administrative Agent may sell or otherwise dispose of any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Administrative Agent deems appropriate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Administrative Agent will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other Loan Party intended disposition thereof is to be made. For this purpose, it is agreed that at least five (5) days notice of the time of sale or other intended disposition of the Collateral delivered in accordance with Section 14.6 shall be deemed to be reasonable notice in conformity with the UCC. Administrative Agent may adjourn or otherwise reschedule any public sale by announcement at the time and place specified in the notice of such public sale, and such sale may be made at the time and place as so announced without necessity of further notice. Administrative Agent shall not be obligated to sell or dispose of any Collateral, notwithstanding any prior notice of intended disposition. If any Collateral is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), sold on terms other than Excluded Propertypayment in full at the time of sale, to no credit shall be subject at all times to first priority, perfected Liens given in favor reduction of the Obligations until Administrative Agent receives payment in cash, and if any such buyer defaults in payment, Administrative Agent may resell the Collateral without further notice to Borrower. In the event Administrative Agent seeks to take possession of all or any portion of the Collateral by judicial process, Borrower waives the posting of any bond, surety or security with respect thereto which might otherwise be required. Borrower agrees that Administrative Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of the Secured Parties any Person. Administrative Agent is hereby granted a license or other right to secure use, without charge, Borrower's labels, patents, copyrights, name, trade secrets, trade names, trademarks in completing production of, advertising or selling any Collateral, and Borrower's rights under all licenses shall inure to Administrative Agent's benefit for such purpose. The proceeds of any sale or disposition of Collateral shall be applied first to all expenses of sale, including reasonable attorneys' fees, and then to the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 remain liable for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateraldeficiency.

Collateral. (f) The Borrower will cause, Administrative Agent and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of such Persons as the Administrative Agent for may reasonably designate shall have the benefit right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Secured Parties Article 9 Collateral is located, at reasonable times and intervals during normal business hours upon reasonable advance notice to secure the Obligationsrespective Grantor, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with the terms and conditions Section 6.10 of the Collateral DocumentsCredit Agreement, subject in any case to Liens permitted by Section 6.02; providedthe validity, that Liens upon any parcel of real property shall only be required to be granted when either the book amount, quality, quantity, value, condition and status of, or if the Borrower has a fair market appraisal of such parcelany other matter relating to, the appraised value thereof equals Article 9 Collateral, including, in the case of Accounts or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute Article 9 Collateral in the possession of any third person, by contacting Account Debtors or cause to be executed (subject to the grace periods provided in Section 5.09 third person possessing such Article 9 Collateral for the joinder purpose of Subsidiary Guarantors), Collateral Documents (including, upon the request making such a verification. Subject to Section 10.07 of the Administrative AgentCredit Agreement, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that have the right to share any information it gains from such inspection or verification with any Secured Party. (g) At its option, the Administrative Agent has a first priority perfected may discharge past due taxes, assessments, charges, fees, Liens, security interest in interests or other encumbrances at any time levied or placed on the Article 9 Collateral and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject not permitted pursuant to any Liens permitted by Section 6.02 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided, however, that no such Lien (other than Permitted Priority Liensnothing in this Section 4.03(g) shall be permitted to have priority over interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative Agent’s Liens on Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the Collateralother Loan Documents.

Collateral. The Obligations shall be secured to the extent provided herein and in the Collateral Documents by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Borrower and the Guarantors in all capital stock and other equity interests held by such Person in each of its Domestic Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Guarantor in all personal property, fixtures, and to the extent provided in Section 4.3 hereof, real estate, whether now owned or hereafter acquired or arising, and all proceeds thereof; 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 on local xxxxx cash deposit accounts maintained by the Borrower and the Guarantors in proximity to their operations need not be perfected provided that the total amount on deposit at any one time not so perfected shall not exceed $1,000,000 in the aggregate and Liens on payroll, withholding tax, or tax trust or fiduciary accounts maintained by the Borrower and the Guarantors need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll liabilities, payroll taxes or other wage and benefit liabilities, (ii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $1,000,000 in the aggregate and (iii) until an Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens are not required to be granted or perfected on (A) Property of the Borrower and the Guarantors (other than Property which is being pledged pursuant to the Security Agreement) located outside of the United States of America or Property as to which the grant or perfection of a Lien thereon would not be governed by the laws of the United States of America or any State thereof, provided that the aggregate net book value of such Property at any one time not so encumbered does not exceed $1,000,000 in the aggregate and (B) goods in transit outside of the United States of America in the ordinary course of business. The Borrower will cause, and will cause the Guarantors acknowledge and agree that each other Loan Party that is a Subsidiary Guarantor Lien on the Collateral shall be granted by the Borrower and the Guarantors to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions holder of the Collateral DocumentsObligations (or, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for extent contemplated by the joinder of Subsidiary Guarantors)Intercreditor Agreement, Collateral Documents (including, upon to the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative First Lien Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary ) and shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required a valid and perfected Lien subject only to be delivered unless requested Liens permitted by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such LienSection 8.8 hereof, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause, Obligations shall be secured by (i) a perfected first priority lien or security title and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, security interest to be subject at all times to first priority, perfected Liens in favor of the Administrative held by Agent for the benefit of Lenders in the Secured Mortgaged Properties and certain personal property of Loan Parties related to secure the ObligationsMortgaged Properties, in accordance with pursuant to the terms and conditions of the Collateral DocumentsSecurity Deeds, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required (ii) a perfected first priority security interest to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative held by Agent for the benefit of Lenders in the Secured PartiesLeases pursuant to the Security Deeds and the Assignment of Leases and Rents, with respect in the Mineral Rights Leases pursuant to the Assignment of Mineral Rights Leases, (iii) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Credo Patents pursuant to the Patent Security Agreement, (iv) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the Pledged Deposit Account and all monies, instruments and investments from time to time held therein, (v) a perfected first priority pledge of and security interest in all issued and outstanding Equity Interests held by any Loan Party in another Loan Party or in any Majority-Owned Joint Venture (other than CREDO Exploration Program Ltd. - 1979) pursuant to the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; Pledge and Security Agreement, provided that no in the event a pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if or security interest in such Equity Interests constitute Excluded Propertyin any Majority-Owned Joint Venture pursuant to the Pledge and Security Agreement is not permitted under the Organization Documents of the applicable Majority-Owned Joint Venture or pursuant to any other agreement, then such security interest shall be limited to an assignment of such Loan Party’s rights to any distributions made or to be made by such Majority-Owned Joint Venture in favor of Agent for the benefit of Lenders pursuant to the Assignment of Rights to Joint Venture Distributions, provided that in the event a pledge of or security interest in such rights to distributions is not permitted under the Organizational Documents of the applicable Majority-Owned Joint Venture or pursuant to any other agreement, neither such Equity Interests nor any rights to any distributions shall be included as Collateral, (vi) a perfected first priority security interest to be held by Agent for the benefit of Lenders in the SIDR Reimbursements pursuant to the Assignment of SIDR Reimbursements, (vii) the Security Deeds covering Oil & Gas Properties required pursuant to § 5.8(a); and, and (viii) such additional collateral, if any, as the Loan Parties may agree to grant and Agent for the benefit of Lenders from time to time may accept as security for the Obligations; provided, furtherhowever, it being understood that no local-law pledge documentation all security interests described in this §5.1 shall be required subject to Permitted Liens. The Loan Parties agree that all existing and thereafter acquired Timberland and High Value Timberland shall be included in the Mortgaged Properties except for Real Estate distributed as part of the TEMCO Investment and as otherwise agreed by Agent. Any Real Estate constituting Entitled Land Under Development must be included in the Mortgaged Properties in order to be delivered unless requested by included in the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralBorrowing Base Assets.

Collateral. The Borrower will causeRevolving Credit Notes, the Swing Line Note, the Reimbursement Obligations and will cause each the other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor obligations of the Administrative Company hereunder relating thereto shall be secured by (i) valid and perfected first priority liens (subject to any Permitted Liens) on inventories, accounts receivable, machinery and equipment, farm products and certain crops and other assets of the Company pursuant to the terms of a Security Agreement of even date herewith by and between the Company and the Agent for itself and for the benefit of the Secured Parties Banks, as the same may be amended or restated from time to secure the Obligations, in accordance with the terms time; (ii) valid and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed perfected first priority liens (subject to any Permitted Liens) on the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request fixtures and real properties of the Administrative AgentCompany and Minot described on Schedule 4.1(a) attached hereto; (iii) valid and perfected first priority liens (subject to any Permitted Liens) on the inventories, applicable local law pledge documents) in favor accounts receivable, machinery and equipment, farm products and certain crops and other assets of Minot pursuant to the Administrative terms of a Security Agreement of even date herewith by and between Minot and the Agent for itself and for the benefit of the Secured PartiesBanks, with respect as the same may from time to all time be amended or restated; (iv) valid and perfected first priority liens (subject to any Permitted Liens) on any assets of Cranberry Businesses acquired by the Company pursuant to Section 7.13(f) hereof (other than real property of the Borrower or such Subsidiary Guarantor Cranberry Business acquired constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder cranberry xxxxx, if such Equity Interests constitute Excluded Property; providedany, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation related fixtures (including legal opinions, cranberry vines that have not been severed from the stock certificates representing the Equity Interests real estate) and bog equipment and subject to the above-described pledge, stock powers with respect thereto executed in blank, Agent's agreement to limit or subordinate the liens of the Banks on the crops grown or to be grown on the cranberry marshes and such the proceeds thereof other documents as shall be reasonably requested by than during the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory growing season for which the Banks have extended credit to the Administrative Agent, Company on terms substantially similar to those set forth in those certain Subordination and in a manner that Intercreditor Agreements by and between The Equitable Life Assurance Society of the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a United States and Xxxxxx; (v) valid and perfected first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, liens (subject to any Liens permitted by Section 6.02 Permitted Liens) on the fixtures and real properties of the Company described on Schedule 4.1(b) attached hereto (the "Company Marshes"); (vi) the Minot Guaranty; and (vii) Grants of Security Interests in Trademarks and Grants of Security Interests in Copyrights, each to be executed by the Company and Minot in favor of the Agent for itself and for the benefit of the Banks (collectively, the "IP Grants"). The Agent and the Banks hereby agree that upon the Company's receipt of funds from the issuance and sale of the Senior Notes and the application of not less than Thirty Million Dollars ($30,000,000) of the proceeds from the issuance and sale of the Senior Notes to the repayment of Revolving Credit Agreement; providedLoans, the Agent shall (x) release the liens of the Banks on the Company Marshes and related fixtures (including cranberry vines that no have not been severed from the Cranberry Marshes) and bog equipment, (y) provide such Lien mortgage satisfactions and UCC termination statements as the Company may reasonably request and (z) limit or subordinate the liens of the Banks on the crops grown or to be grown on the Cranberry Marshes and the proceeds thereof other than Permitted Priority Liens) shall be permitted during the growing season for which the Banks have extended credit to have priority over the Administrative Agent’s Liens Company on terms substantially similar to those set forth in those certain Subordination and Intercreditor Agreements by and between The Equitable Life Assurance Society of the CollateralUnited States and Xxxxxx.

Collateral. The Borrower will cause(a) Schedules I, II, III and IV hereto (as such schedules may be amended, supplemented or modified from time to time by the Loan Parties) set forth (i) the name and jurisdiction of organization of, and will cause the ownership interest (including percentage owned and number of shares, units or other equity interests) of such Loan Party in the Stock, LLC Interests and Partnership Interests issued by each of such Loan Party’s direct Subsidiaries which are required to be included in the Collateral and pledged hereunder, (ii) all other Stock, LLC Interests and Partnership Interests directly owned by such Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be are required to be granted when either included in the book valueCollateral and pledged hereunder and (iii) the issuer, date of issuance and amount of (x) Intercompany Notes and (y) all other promissory notes having a face value individually, in excess of […***…], directly owned or if the Borrower has a fair market appraisal of held by such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided Loan Party that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be are required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed included in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower and pledged hereunder. Except as set forth on Schedules I, II, III and IV, such Loan Party holds all Pledged Shares, Pledged LLC Interests and Pledged Partnership Interests directly (i.e., not through a Subsidiary, Securities Intermediary or such Subsidiary Guarantor any other Person). Confidential and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralProprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Collateral. The As security for all indebtedness of Borrower will causeto Bank and its affiliates subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's assets in all Borrower's obligations hereunder and will cause each all other Loan Party Documents executed herewith, including the Xxxxx Fargo Commercial MasterCard Customer Agreement ("Card Agreement"), as Card Agreement may be amended, modified, restated, extended, increased, and/or rearranged from time to time (collectively the "INDEBTEDNESS"). Borrower and Bank acknowledge and agree that is the above sentence does not give Borrower the right to extend or increase its obligations to Bank beyond the ones created on even date herewith without MILLC's and MCA's written approval. As additional security for the Indebtedness of Borrower to Bank hereunder, Borrower shall cause MCA and M-I L.L.C., a Subsidiary Guarantor Delaware limited liability company ("MILLC"), to cause, grant to Bank security interests of first priority in all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor MCA's and MILLC's respective outstanding limited liability company interests of the Administrative Agent for Borrower. Borrower shall also cause MCA and MILLC (collectively referred to herein as the benefit "BUSINESS VENTURES OWNERS") to evidence any loans made by the Business Venture Owners as of the Secured Parties date hereof, which constitute inter-company debt, by requiring the parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries loans to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case promissory note in form and substance reasonably satisfactory to the Administrative Agent, Bank and in a manner to collaterally assign to and deliver possession of such promissory notes to Bank. It is agreed and understood that the Administrative Agent grant to Bank of security interests in said promissory notes shall be reasonably satisfied that the Administrative Agent has at all times a first priority perfected security interest in and pledge therein. All of the Collateral foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds of trust and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the Borrower or such Subsidiary Guarantor foregoing security, including without limitation, filing and all rightsrecording fees and costs of appraisals, title, power audits and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateraltitle insurance.

Collateral. The Borrower will causeIn the event that the REIT Subordinated Notes shall not have been paid in full from the proceeds of new equity issued by the REIT on or before June 18, 2002, then on such date the Borrowers and will cause each other Loan Party that is a Subsidiary Guarantor their Subsidiaries shall deliver to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties Lenders as security for the Obligations first priority perfected mortgages, deeds of trust, security interests and other liens (as the Administrative Agent shall specify) on Borrowing Base Properties the aggregate Capitalized Value of which shall be not less than 167% (or, if the option provided in Section 9.5 shall have been exercised, 182%) of the Total Commitment then in effect; PROVIDED, that the Administrative Agent may advise the Borrowers that it declines to secure accept such a lien on any Borrowing Base Property, which the ObligationsAdministrative Agent may do in its discretion, and whereupon each Borrowing Base Property so declined shall no longer be Eligible Real Estate; and PROVIDED, FURTHER, that at least 90% of the aggregate Capitalized Value of such Borrowing Base Properties shall be attributed to properties which are used principally for retail (rather than office) uses. The granting of such security shall be confirmed or supplemented by such mortgagee title insurance policies, opinions of counsel (including local real estate counsel), evidence of compliance with local real property regulations, Environmental Laws and other applicable law, evidence of the absence of Hazardous Substances, federal flood insurance coverage, evidence of insurance for the benefit of the secured lenders, environmental indemnities in favor of the secured lenders, appraisals conducted in accordance with law and regulations governing the terms Lenders or any of them and conditions other documentation and information as the Administrative Agent shall require in accordance with its standard and customary secured real estate lending practices. All such documentation shall be satisfactory in form and substance to the Administrative Agent. It is understood and agreed that, in the event that payment in full of the Collateral DocumentsREIT Subordinated Notes from the proceeds of new equity of the REIT shall not have occurred prior to March 18, subject in any case 2002, then the Administrative Agent shall be authorized to Liens permitted by begin the documentation and other processes which it deems necessary and advisable for the taking of security under this Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall 7.17 and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods entitled for reimbursement of all costs and expenses thereof as provided in Section 5.09 for the joinder following sentence even if such payment then occurs on or prior to June 18, 2002. All costs and expenses of Subsidiary Guarantors)providing such security, Collateral Documents (includingincluding without limitation appraisal fees and expenses, upon the request reasonable legal fees and expenses, insurance premiums and all other reasonable expenses of the Administrative Agent, applicable local law pledge documents) in favor shall be for the account of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralBorrowers.

Collateral. The To secure the prompt repayment of all Term Loans and all other obligations and amounts due in connection with all Term Notes (the “Payments”) and all other obligations of Borrower will causeto Lender, and will cause each other Loan Party that is a Subsidiary Guarantor to causewhether now existing or hereafter arising (collectively, all of its owned property (whether personal, tangible, intangible, or mixedthe “Indebtedness”), other than Excluded PropertyBorrower grants to Lender a security interest in all right, to be subject at all times to first prioritytitle and interest of Borrower, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligationswhether now existing or hereafter acquired or arising, in accordance with and to the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcelfollowing (hereinafter, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed “Collateral”): (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documentsa) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the Goods (as defined in the UCC, “Goods”) or other property described in each Term Note as “collateral” or otherwise; (b) all additions, accessories, accessions, attachments, substitutions, renewals, replacements and improvements to the property described in subsection (a); and (c) all proceeds of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge foregoing, including proceeds in the form of the Equity Interests Goods, Accounts, Chattel Paper, documents, Instruments, General Intangibles, Investment Property, Deposit Accounts, Letter of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedCredit Rights, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blankSupporting Obligations, and insurance (as such other documents as shall be reasonably requested by terms are defined in the Administrative Agent) to grant and perfect such LienUCC). Until all Indebtedness has been paid in full, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected Lenxxx’x security interest in the Collateral shall remain in full force and pledge effect. Borrower covenants to keep the Collateral free and clear of all liens and encumbrances, except for Lenxxx’x security interest therein. Borrower authorizes Lender to insert and/or correct serial numbers, vehicle identification numbers and any other relevant information which identifies the Collateral when such information becomes available to Lender. Borrower shall provide Lender with a revised schedule to the Term Note or other documentation acceptable to Lender in the event of any changes to, or corrections in the description of, the Collateral. Borrower hereby covenants and agrees that: (i) any and all letters of credit provided by any vendor or supplier of Goods and or other items of Collateral the purchase price for which Lenxxx xxs paid or reimbursed Borrower any portion thereof (each a “Letter of Credit”) shall constitute Supporting Obligations, and all of Borrower’s rights and remedies under, and the proceeds of, each Letter of credit shall constitute Collateral hereunder; (ii) Borrower shall provide Lender with a true, correct and complete copy of each Letter of Credit; (iii) Borrower shall not pledge, assign or otherwise transfer any right, title or interest in any Letter of Credit so long as any portion of the Collateral Indebtedness remains unsatisfied; (iv) upon the occurrence of an Event of Default or if Borrower suffers a material adverse change in Borrower’s financial condition, operations or ownership, as reasonably determined by Lender, upon Lender’s request Borrower shall provide Lender with the Borrower or sole original of each Letter of Credit; and (v) provide Lender with prior written notice of Borxxxxx’x intention to draw upon a Letter of Credit and cause the proceeds of any such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject draw to any Liens permitted by Section 6.02 be used for the payment of amounts under the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted applicable Progress Payment Addendum to have priority over the Administrative Agent’s Liens on the CollateralMaster Agreement and/or Term Note.

Collateral. The Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability shall be secured by (a) valid, perfected and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all capital stock and other equity interests held by such Person in each of its Subsidiaries, whether now owned or hereafter formed or acquired, and all proceeds thereof, and (b) valid, perfected, and enforceable Liens on all right, title, and interest of the Borrower and each Subsidiary in all personal property, fixtures, and real estate (other than leases of retail stores), whether now owned or hereafter acquired or arising, and all proceeds thereof; provided, however, that: (i) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, (x) Liens on local deposit accounts maintained by the Borrower and its Subsidiaries in proximity to their operations need not be perfected provided that any funds held in such deposit accounts are transferred to an account maintained by the Borrower with the Administrative Agent by the close of each Business Day and (y) Liens on payroll accounts maintained by the Borrower and its Subsidiaries need not be perfected provided the total amount on deposit at any time does not exceed the current amount of their payroll obligations, (ii) until a Default or Event of Default has occurred and is continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, Liens on vehicles which are subject to a certificate of title law need not be perfected provided that the total value of such property at any one time not so perfected shall not exceed $500,000 in the aggregate, (iii) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens on the capital stock or other equity interests of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Borrower's federal income tax liability shall be limited to 66% of the total outstanding Voting Stock of such Foreign Subsidiary, and (iv) unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, Liens need not be granted on the assets of a Foreign Subsidiary which, if granted, would cause a material adverse effect on the Borrower's federal income tax liability. The Borrower will cause, acknowledges and will cause each other Loan Party agrees that is a Subsidiary Guarantor the Liens on the Collateral shall be granted to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure holder of the Obligations, in accordance with the terms Hedging Liability, and conditions of the Collateral Documents, Funds Transfer and Deposit Account Liability and shall be valid and perfected first priority Liens subject in any case only to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien8.8 hereof, in each case pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause, and will cause each other Loan Credit Party that is a Subsidiary Guarantor to cause, all of its owned property Property (whether personalbut only, tangible, intangible, or mixed), other than Excluded in the case of real Property, the Mortgaged Properties) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Obligations, Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided6.15 hereof. Without limiting the generality of the foregoing, that Liens upon 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 parcel of real property shall only be required other Credit Party to be granted when either the book valuesubject at all times to a first priority, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) perfected Lien in favor of the Administrative Agent for to secure the benefit Secured Obligations in accordance with the terms and conditions of the Secured PartiesCollateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will, and will cause each Guarantor to, deliver Mortgages, Mortgage Instruments and deposit account control agreements or blocked account agreements with respect to all of the property of Mortgaged Properties, and deposit accounts maintained, by the Borrower or such Subsidiary Guarantor constituting or to the extent, and within such time period as is, reasonably required to constitute Collateral; provided that by the Administrative Agent. Notwithstanding the foregoing, (1) no pledge agreement in respect of the Equity Interests equity interests of a Foreign Subsidiary shall be required hereunder if to the extent such Equity Interests constitute Excluded Property; providedpledge 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 Holders of Secured Obligations pursuant to legally valid, furtherbinding and enforceable pledge agreements and (2) no amendments or supplements to such Mortgages, that no local-law Mortgage Instruments, control agreements, blocked account agreements and pledge documentation shall be agreements are required to be delivered unless requested by hereunder until December 31, 2005 or such later date as the Administrative Agent. The Agent may agree in the exercise of its reasonable discretion after consultation with the Lenders (it being understood and agreed that the failure to deliver such amendments and supplements by December 31, 2005 or such later date shall constitute a Default under Section 7.3) with respect to (a) the Mortgaged Properties on the Closing Date in the case of such amendments and supplements and (b) the pledge of the equity interests in each Foreign Subsidiary in the case of such pledge agreements; provided that the Borrower further hereby agrees to deliver or use its best efforts to cause the delivery to the Administrative Agent of all such Collateral Documentsamendments, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in supplements and pledge of agreements as soon as practicable after the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralClosing Date.

Collateral. The Borrower will causeword "Collateral" means the following described property of Grantor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and will cause each other Loan Party that is a Subsidiary Guarantor wherever located: All inventory, accounts, general intangibles and equipment, together with the following specifically described property: ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL INTANGIBLES AND OTHER ACCOUNTS PROCEEDS). Possession of the Premises ("Possession") shall be delivered to causeSublessee on the commencement of the Term. If for any reason Sublessor does not deliver Possession to Sublessee on the commencement of the Term, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to Sublessor shall not be subject to any liability for such failure, the Termination Date shall not be extended by the delay, and the validity of this Sublease shall not be impaired, but rent shall xxxxx until delivery of Possession. Notwithstanding the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the Commencement Date, then at any time thereafter and before delivery of Possession, sublessee may give written notice to Sublessor of Sublessee's intention to cancel this Sublease. Said notice shall set forth an effective date for such cancellation which shall be at least ten (10) days after delivery of said notice to Sublessor. If Sublessor delivers Possession to Sublessee on or before such effective date, this Sublease shall remain in full force and effect. If Sublessor fails to deliver Possession to Sublessee on or before such effective date, this Sublease shall be cancelled, in which case all times consideration previously paid by Sublessee to first prioritySublessor on account of this Sublease shall be returned to Sublessee, perfected Liens in favor this Sublease shall thereafter be of no further force and effect, and Sublessor shall have no further liability to Sublessee on account of such delay or cancellation. If Sublessor permits Sublessee to take Possession prior to the commencement of the Administrative Agent for Term, such early Possession shall not advance the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall Termination Date and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for provisions of this Sublease, including without limitation the joinder payment of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralrent.

Collateral. The Borrower will causesecurity interests in the Collateral granted to Administrative Agent pursuant to the Collateral Documents (a) constitute as to personal property included in the Collateral the first priority security interest (subject to Permitted Liens) purported to be created under such Collateral Document, and will cause each other Loan Party that (b) are, as to Collateral which can be perfected by the proper filing of a UCC financing statement, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens. All such action as is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, necessary in accordance with the terms Collateral Documents has been taken to establish and conditions perfect Administrative Agent’s or the Depositary’s rights in and to, and first priority Lien on, subject to Permitted Liens, the Collateral, including any recording, filing, registration, giving of notice, granting of control or other similar action. The Collateral Documents relating to the Collateral and the financing statements relating thereto have been or contemporaneously with the execution hereof will be duly filed or recorded in each office and in each jurisdiction where required in order to create, perfect and maintain perfected the first Lien (subject to Permitted Liens) and security interest described above. The Lien of each Mortgage constitutes a valid and subsisting Lien of record on all the Mortgaged Property described in such Mortgage (subject to Permitted Liens). No filing, recording, re-filing or rerecording other than those listed in Exhibit E-11 is necessary to perfect and maintain the perfection and priority of the interest, title or Liens referred to in this Section 4.26 relating to personal property set forth in the Collateral Documents, subject in any case and on or prior to Liens permitted by Section 6.02; provided, the Financial Closing Date all such filings or recordings (other than those that Liens upon any parcel of real property shall only be are required to be granted when either made only at a later date, which are so indicated on Exhibit E-11) will have been made. No filing or recording other than the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request recording of the Administrative Agentapplicable Mortgages with the county recorder of Xxxxxxx, applicable local law pledge documents) in favor Xxxxxxxx and Wyoming Counties of the Administrative Agent for State of New York is necessary to create the benefit of the Secured Partiesinterest, with respect to title or Liens on all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests Mortgaged Property subject to the above-described pledge, stock powers with respect thereto executed in blankthereto, and on or immediately after the Financial Closing Date, such other documents as shall filing will be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateralmade.

Collateral. The Borrower will cause(a) warrant and defend the right, title and interest of the Lender in and to the Collateral against the claims and demands of all persons whomsoever; (b) service, or cause to be serviced, all Mortgage Loans in accordance with the requirements of the issuers of Master Commitments and Purchase Commitments covering the same and all applicable FHA and VA requirements (including without limitation taking all actions necessary to enforce the obligations of the obligors under such Mortgage Loans) and service, or cause to be serviced, all Mortgage Loans backing Mortgage backed Securities in accordance with applicable governmental requirements and the requirements of issuers of Purchase Commitments covering the same; (c) hold all escrow funds collected in respect of Mortgage Loans and mortgage loans backing Mortgage backed Securities in trust, without commingling the same with non-custodial funds, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of apply the Administrative Agent same for the benefit of the Secured Parties to secure the Obligations, purposes for which such funds were collected; (d) comply in accordance all respects with the terms and conditions of the Collateral Documentsall Master Commitments and Purchase Commitments, subject in any case to Liens permitted by Section 6.02; providedand all extensions, that Liens upon any parcel of real property shall only be required to be granted when either the book valuerenewals and modifications or substitutions thereof or thereto, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute deliver or cause to be executed (subject delivered to the grace periods provided in Section 5.09 for applicable Investor the joinder of Subsidiary Guarantors)Mortgage Loans and Mortgage backed Securities to be sold under each Purchase Commitment not later than three (3) Business Days prior to the expiration hereof; and (e) maintain, Collateral Documents (includingand, upon the request of the Administrative Agentrequest, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery make available to the Administrative Agent Lender the originals, or copies in any case where the original has been delivered to the Lender or to an Investor, of its Mortgage Notes, Mortgages, Purchase Commitments, Master Commitments, Hedging Contracts and all such Collateral Documentsrelated Mortgage Loan documents and instruments, together with appropriate corporate resolutions and all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject information and data relating to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.

Collateral. The Borrower will cause(a) Subject to the terms of and as more fully set forth in the Springing Lien Escrow Agreement and the other Collateral Documents, in addition to the grants of Non-Springing Lien Collateral, from and will cause each other Loan Party that is after the occurrence of an event described in clause (i) or (ii) of the definition of "Trigger Event," the Obligations shall be secured by a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed)Perfected Lender Lien upon the Springing Lien Assets and Collateral, other than Excluded Securitization Property (provided that, Collateral consisting of Principal Property shall not be encumbered by Obligations exceeding the amount permitted under the October 2000 Indenture, as set forth more fully in the applicable Collateral Document); upon the occurrence of a Trigger Event that is an Unwind, the Obligations shall be secured by a Perfected Lender Lien upon all Securitization Property, to be subject at together with all times to first priorityother Springing Lien Assets and Collateral. Upon the occurrence of any such Trigger Event, perfected Liens (i) Avnet irrevocably authorizes and instructs the Administrative Agent to, and agrees that the Administrative Agent may, take any and all steps and actions as necessary or appropriate in favor the discretion of the Administrative Agent for to Perfect the benefit of Lender Liens in the Secured Parties to secure property specified hereinabove and in the Obligations, in accordance with the terms and conditions of the applicable Collateral Documents, subject in including the delivery of any case notice to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if document escrow agent under the Borrower has a fair market appraisal Document Escrow regarding the occurrence of such parcelTrigger Event; (ii) Avnet shall be deemed to have made all representations and warranties contained herein on and as of the date thereof (except to the extent that such representations and warranties specifically refer to an earlier date, the appraised value thereof equals or exceeds $10,000,000. The Borrower in which case they are true and correct as of such earlier date); and (iii) Avnet shall promptly execute and shall cause its Domestic Subsidiaries to execute deliver, or cause to be executed (subject and delivered, with respect to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), any and all Foreign Stock Collateral Documents (including, upon the request of as specified by the Administrative Agent, applicable such documents and agreements, including opinions of local law pledge documents) counsel in favor the jurisdiction of the Administrative Agent for issuer, and perform or cause to be performed such other acts, as may be desirable in the benefit discretion of the Secured Parties, with respect Administration Agent to all better ensure the Perfection and enforceability of the property Lender Lien in such Foreign Stock Collateral under the laws of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge jurisdiction of the Equity Interests of a Foreign Subsidiary shall be required hereunder if issuer thereof, all such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required matters to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery completed to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge satisfaction of the Collateral Administration Agent by no later than 60 days after the date of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralTrigger Event.

Collateral. The Borrower will causeCompany and the Guarantors have agreed to secure, equally and ratably, the Tranche A Loans and the Guarantees by granting to the Collateral Agent for the ratable benefit of the Lenders, the Agent and the Collateral Agent (collectively, the “Secured Parties”), first priority and second priority security interests in certain assets of the Company and certain of the Guarantors (the “Tranche A Collateral”) as evidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to be dated as of the Closing Date (the “Tranche A Security Agreement”), certain landlord and mortgagee waivers described on Schedule 1(b) hereto (the “Landlord Waivers”), and will cause each other Loan Party that is a Subsidiary Guarantor to cause, certain mortgages or deeds of trust encumbering all of its owned the real property (whether personalset forth on Schedule 1(b) hereto, tangible, intangible, or mixed), other than Excluded Propertyin each case, to be subject at all times to first prioritydated the Closing Date (the “Mortgages” and, perfected Liens in favor together with the Tranche A Security Agreement and the Landlord Waivers, the “Tranche A Collateral Documents”). The Company and certain of the Administrative Guarantors have agreed to secure, equally and ratably, the Tranche B Loans and the Guarantees by granting to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the ratable benefit of the Secured Parties, with respect to all first priority security interests in certain assets of the property Company and certain of the Borrower or such Subsidiary Guarantor constituting or required Guarantors (the “Tranche B Collateral” and, together with the Tranche A Collateral, the “Collateral”) as evidenced by a Security Agreement among the obligors party thereto and the Collateral Agent to constitute Collateral; provided that no pledge be dated as of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedClosing Date (the “Tranche B Security Agreement” and, furthertogether with the Tranche A Security Agreement, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause “Security Agreements” and the delivery to Tranche B Security Agreement together with the Administrative Agent of all such Tranche A Collateral Documents, together with appropriate corporate resolutions the “Collateral Documents”). The Company and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject Guarantors party to the above-described pledgeCollateral Documents, stock powers with respect thereto executed in blanktheir capacity as obligors under the Security Agreements and as mortgagors under the Mortgages, and such other documents as shall be reasonably requested by collectively referred to herein as the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral“Obligors.”)

Collateral. The Borrower will causeMaintain all tangible Collateral in good condition; insure insurable Collateral for its full replacement cost under an insurance policy acceptable to Lender that names Lender as loss payee; execute, deliver and file, or cause the execution, delivery and filing of, any and all documents (including without limitation, financing statements and continuation statements), necessary or desirable for the Lender to create, perfect, preserve, validate or otherwise protect a first priority lien and security interest in the Collateral; maintain, or cause to be maintained, at all times, the Lender's first priority lien and security interest in the Collateral; provided, however, Lender shall have a second priority lien and security interest in the Collateral listed on Exhibit 5.5 under the heading "Permitted Encumbrances"; immediately upon learning thereof, report to the Lender any reclamation, return or repossession of any goods forming a part of the Collateral, any claim or dispute asserted by any debtor or other obligor owing an obligation to Borrower, and will cause each any other Loan Party that is a Subsidiary Guarantor matters affecting the value or enforceability or collectibility of any of the Collateral; defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to causethe Lender, and pay all of its owned property costs and expenses (whether personal, tangible, intangible, or mixedincluding reasonable attorneys' fees and reasonable expenses) incurred in connection with such defense; at Borrower's sole cost and expense (including reasonable attorneys' fees and reasonable expenses), other than Excluded Propertysettle any and all claims, to be subject demands and disputes, and indemnify and protect the Lender against any liability, loss or expenses arising from any such claims, demands or disputes or out of any such reclamation, return or repossession of goods forming a part of the Collateral; however, if an Event of Default shall have occurred, the Lender shall have the right at all times to first prioritysettle, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligationscompromise, in accordance adjust or litigate all claims and disputes directly with the Customer or other obligor owing an obligation to Borrower upon such terms and conditions as the Lender deems advisable, and all costs and expenses thereof (including reasonable attorneys' fees and reasonable expenses) shall be incurred for the account of Borrower and shall constitute a part of the Collateral Documents, subject in any case obligations owed to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required the Lender and secured pursuant to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000this Agreement. The Borrower's Equipment shall be kept and maintained at the locations of the Borrower's offices as set forth in Exhibits 5.1-1 through 5.1-6 Borrower shall and not relocate or move the Equipment without the Lender's prior written consent, which shall cause its Domestic Subsidiaries to execute or cause to not be executed (subject unreasonably withheld. If Lender consents to the grace periods provided in Section 5.09 for the joinder relocation of Subsidiary Guarantors)certain Equipment, Collateral Documents (including, upon the Borrower shall execute all documents or financing statements and take such action as Lender may request of the Administrative Agent, applicable local law pledge documents) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided assure that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a Lender's first priority perfected security interest in and pledge the equipment continues to be perfected under the Uniform Commercial Code or other applicable laws of the Collateral of jurisdiction to which the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralEquipment is moved.

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02; provided, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documentsa) in favor of the Administrative Agent for the benefit of the Secured Parties, with respect to all of the property All Capital Stock of the Borrower or such (except any Capital Stock owned by the Sponsor), all Capital Stock of each Restricted Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall be required to be delivered unless requested Borrower directly owned by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent any Guarantor, all Capital Stock of each GP Obligor directly owned by its general partner or managing member and all Capital Stock of such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested general partner or managing member directly owned by the Administrative Agent) to grant and perfect such Lienits respective general partner or managing member, in each case in form and substance reasonably satisfactory as of the Closing Date, shall have been pledged pursuant to the Administrative AgentPledge Agreement or the GP Undertaking, as applicable (except that such 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 or the GP Undertaking, as applicable, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a manner principal amount in excess of $5,000,000 (individually) that is owing to the Administrative 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 be reasonably satisfied that the Administrative Agent has a first priority perfected security interest have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in and pledge of the Collateral blank. (ii) All Indebtedness of the Borrower or such and each Restricted Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; providedBorrower on the Closing Date, that no such Lien (other than Permitted Priority Liens) is owing to the Borrower or any Guarantor shall be permitted to have priority over evidenced by the Administrative Agent’s Liens Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary of the Borrower on the Collateral.Closing Date and shall have been pledged pursuant to the Pledge Agreement, and

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor Group shall provide BCBSF/HOI collateral to cause, all secure Gevity’s payment obligations under this Agreement in the amounts set forth in Exhibit A. The collateral shall be provided in the form of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens an irrevocable letter of credit issued in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations, BCBSF/HOI which shall automatically increase in accordance with the terms and conditions schedule specified in Exhibit A. BCBSF/HOI shall be entitled to draw from the letter of credit only in the Collateral Documentsevent the Group fails to meet its payment obligations as set forth in Sections III, subject in any case IV or VII of this Agreement. The form of letter of credit must be acceptable to Liens permitted by Section 6.02; provided, that Liens BCBSF/HOI. The Group upon any parcel 60 days prior written notice to BCBSF/HOI may replace the outstanding letter of real property shall only be required credit with cash collateral equal to the outstanding letter of credit to be granted when either the book value, held in an interest-bearing trust or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall and shall cause its Domestic Subsidiaries to execute or cause to be executed (subject to the grace periods provided in Section 5.09 for the joinder of Subsidiary Guarantors), Collateral Documents (including, upon the request of the Administrative Agent, applicable local law pledge documents) escrow account in favor of BCBSF/HOI (with interest accruing and payable to the Administrative Agent for Group on a quarterly basis). If the benefit Group elects to replace the letter of credit in accordance with the Secured Partiesforegoing, the parties will select a trustee bank and enter into a trust participation agreement (or similar agreement) acceptable to both parties. Following the termination or expiration of this contract, and provided the Group is current with respect to all its financial obligations to BCBSF/HOI, the collateral shall be reduced to [*] of its then current value at the end of the property third, sixth and ninth month and fully released at the end of the Borrower twelfth month, exclusive of any known or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary shall be required hereunder if such Equity Interests constitute Excluded Property; providedpending claims, furtherincluding any potential cases in litigation. * THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED BY GEVITY HR, that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the CollateralINC.

Collateral. The Borrower will cause, and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personal, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor Upon the proper filing of the Administrative Agent for Delaware Financing Statements in the benefit of Delaware Filing Office, the Secured Parties to secure Article 9 Security Interest granted by the ObligationsParent, the Issuers and the Guarantors, as applicable, in accordance with the terms and conditions that portion of the Collateral Documentsin which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code of the State of Delaware will be perfected. In addition, subject such counsel shall state that it has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent auditors of the Issuers and the Guarantors, representatives of the independent reserve engineers of the Issuers and the Guarantors and the Issuers’ and the Guarantors’ representatives, at which the contents of the General Disclosure Package and the Final Offering Circular and related matters were discussed. Although such counsel has not independently verified, is not passing upon, and is not assuming any case to Liens permitted by Section 6.02; providedresponsibility for or expressing any opinion regarding the accuracy, that Liens upon any parcel completeness or fairness of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcelstatements contained in, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall General Disclosure Package and shall cause its Domestic Subsidiaries to execute or cause to be executed the Final Offering Circular (subject except to the grace periods provided extent specified in Section 5.09 for paragraphs (viii) and (ix) above), based on the joinder foregoing in the course of Subsidiary acting as counsel to the Issuers and the Guarantors in this transaction (and relying as to materiality as to factual matters on officers, employees and other representatives of the Issuers and the Guarantors), Collateral Documents (includingno facts have come to such counsel’s attention that have caused such counsel to believe that: · the General Disclosure Package, upon the request as of the Administrative AgentExecution Time, applicable local law pledge documents) included an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in favor the light of the Administrative Agent for circumstances under which they were made, not misleading; or · the benefit Final Offering Circular, as of its date and as of the Secured Partiesdate hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that in each case we have not been asked to, and do not, express any belief with respect to all (a) the financial statements and schedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom, (b) the summary reserve report of the property independent reserve engineer and reserve information contained or included or incorporated by reference therein or omitted therefrom or (c) representations and warranties and other statements of fact contained in the exhibits to documents incorporated by reference therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Borrower or Company and the Issuers and upon information obtained from public officials, (ii) assume that all documents submitted to such Subsidiary Guarantor constituting or required counsel as originals are authentic, that all copies submitted to constitute Collateral; provided such counsel conform to the originals thereof, and that no pledge the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law, the laws of the Equity Interests State of New York, the Texas Limited Liability Company Act, the DGCL and the DLLCA, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign corporation or limited liability company, as the case may be, of the Issuers and the Guarantors and each of their respective subsidiaries, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a Foreign Subsidiary date not more than fourteen days prior to the Closing Date and shall be required hereunder if provided to counsel to the Purchaser), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the members of Issuers or the Guarantors may be subject; and (vi) with respect to the opinions expressed in paragraphs (vi), (vii) and (viii) relating to the existence of any lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such Equity Interests constitute Excluded Property; providedcounsel’s review of reports, furtherdated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Company, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Delaware, naming any of the Issuers or the Guarantors as debtor. SCHEDULE C WRITTEN COMMUNICATION None. SCHEDULE D FORM OF CFO CERTIFICATE The undersigned, Executive Vice President and Chief Financial Officer of Xxxxx Energy, Inc., a Delaware corporation (and together with its subsidiaries, the “Company”), in his capacity as such, hereby certifies pursuant to Section 7(h) of the Purchase Agreement, dated February 12, 2018 (the “Purchase Agreement”), by and among Xxxxx Energy Holdings, LLC, a Delaware limited liability company (“JEH LLC”), Xxxxx Energy Finance Corp., a Delaware corporation (together with JEH LLC, the “Issuers”), the guarantor parties thereto and Credit Suisse Securities (USA) LLC (the “Purchaser”), that no local-law pledge documentation shall be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver or cause the delivery to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected security interest in and pledge of the Collateral of the Borrower or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall be permitted to have priority over the Administrative Agent’s Liens on the Collateral.date hereof:

Collateral. The Borrower will causeNo later than 30 days after the Closing Date, the Company (i) shall grant and will cause each other Loan Party that is a Subsidiary Guarantor to cause, all of its owned property (whether personalSubsidiaries to grant to the Agent, tangible, intangible, or mixed), other than Excluded Property, to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the prorata benefit of the Secured Parties to secure Banks, as security for the Obligations, and subject to Permitted Liens, a first lien upon and security interest in accordance with the terms and conditions all of the Collateral Documentsassets of every description (whether now or hereafter existing or acquired) of the Company and its Subsidiaries, subject in any case to Liens permitted by Section 6.02; providedand (ii) at its expense, that Liens upon any parcel of real property shall only be required to be granted when either the book value, or if the Borrower has a fair market appraisal of such parcel, the appraised value thereof equals or exceeds $10,000,000. The Borrower shall execute and shall cause its Domestic Subsidiaries to execute or deliver and cause to be executed (subject and delivered to the grace periods provided in Section 5.09 for Agent such security agreements, pledge agreements, UCC financing statements, stock or bond powers, waivers and consents, opinions of counsel and other documents as the joinder of Subsidiary GuarantorsAgent or the Required Banks shall request (collectively, "Collateral Documents"), Collateral Documents (includingand take such further action as may be required under applicable law, upon or as the request Agent or the Required Banks may request, in order to grant, preserve, protect and perfect the validity and first priority of the Administrative Agentsecurity interests created pursuant to such Collateral Documents; it being understood, applicable local law pledge documents) in favor that the grant of such lien and security interest shall only be effective on the occurrence of the Administrative Agent for earlier of (a) Default or Event of Default or (b) Trigger Event (the benefit date of such effectiveness is hereinafter referred to as the Secured Parties"Attachment Date"). Notwithstanding the foregoing, with respect to all of (A) the property of the Borrower or such Subsidiary Guarantor constituting or required to constitute Collateral; provided that no pledge of the Equity Interests of a Foreign Subsidiary Company shall be required hereunder if such Equity Interests constitute Excluded Property; provided, further, that no local-law pledge documentation shall not be required to be delivered unless requested by the Administrative Agent. The Borrower further agrees to deliver grant or cause the delivery any of its Subsidiaries to grant to the Administrative Agent of all such Collateral Documents, together with appropriate corporate resolutions and other documentation (including legal opinions, the stock certificates representing the Equity Interests subject to the above-described pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested by the Administrative Agent) to grant and perfect such Lien, in each case in form and substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative Agent shall be reasonably satisfied that the Administrative Agent has a first priority perfected lien upon or security interest in real property (except, however, insofar as personal property constitutes fixtures), (B) no UCC financing statements, security agreements or other Collateral Documents shall be filed or made of record before the Attachment Date (but shall be filed and pledge made of record on or after the Attachment Date as the Agent shall determine; the Agent shall give notice of such filing to the Company, but the failure to give such notice shall not affect the validity or effectiveness of such filing) and (C) the Company shall make disclosure of the Collateral grant of liens and security interests and the Borrower conditions of their effectiveness pursuant to this Section 7.15 in its filings with the SEC and in its financial statements, and, additionally, in other public documents where such disclosure is required or such Subsidiary Guarantor and all rights, title, power and privileges related thereto, subject to any Liens permitted by Section 6.02 of the Credit Agreement; provided, that no such Lien (other than Permitted Priority Liens) shall where its omission would be permitted to have priority over the Administrative Agent’s Liens on the Collateralmisleading.