Common use of Collateral Clause in Contracts

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred The Liens granted to the Collateral Agent pursuant to the Security Documents with respect to the Collateral constitute a legal, valid and enforceable first priority (subject to Permitted Liens) Lien on Schedule 9.13(b): the Collateral. The Liens granted to the Collateral Agent pursuant to the Security Documents in the Collateral will be perfected (a) All documents with respect to any property that can be perfected by filing, upon the filing of the financing statements referred to in Schedule 3.21, (b) with respect to any property that can be perfected solely by control, upon execution of the Depositary Agreement and instrumentseach Control Agreement by each of the parties thereto, including Uniform Commercial Code or (c) with respect to the Security Certificates (as defined in the UCC) representing the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) and any other applicable personal property and financing statementsthat can solely be perfected by possession, reasonably requested by upon the Collateral Agent receiving possession thereof and (d) with respect to be filedthe fixtures that are subject to a Deed of Trust, registered or recorded upon the recording of such Deed of Trust in the jurisdiction referred to create the in Schedule 3.21, and in each case are subject to no Liens intended to be created by any Security Document and perfect such Liens except Permitted Liens. Except to the extent possession of portions of the Collateral is required byfor perfection, upon the filing of the financing statements and with upon the priority recording of the Deeds of Trust as described above, all such action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the Collateral to the extent the Collateral Agent’s Lien can be perfected by filing, including any recording, filing, registration, giving of notice or other similar action (assuming proper recordation of any such documents). To the extent required byby the Security Documents, such Security Document shall have been each of each Loan Party and Holdings has properly delivered or caused to be delivered to the Collateral Agent for filing, registration or recording and none all Collateral that requires perfection of the Collateral shall be subject to any other pledges, Liens and security interests or mortgages, except for Liens permitted under Section 10.2described above by possession. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred Pledgor hereby represents and warrants to on Schedule 9.13(b):Secured Party and Lenders (which representations and warranties shall survive the execution and delivery of this Agreement and the making of Loans under the Loan Agreement) as follows: (a) All documents and instrumentsPledgor is, including Uniform Commercial Code or other applicable personal property and financing statementsor, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered respect to the Collateral Agent for filingreceived or acquired by Pledgor after the date hereof, registration or recording will be, the direct record and none beneficial owner of each share, security and other interest that comprises the Collateral, and Pledgor has and will have good, valid and marketable title thereto, free and clear of all Liens other than those created by this Agreement and Permitted Liens; (b) all of the Collateral shall be subject to any other pledgeshas been, security interests or mortgagesor, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notesor acquired by Pledgor after the date hereof, together with undated instruments of transfer with respect thereto endorsed in blank. will be, duly and validly issued, fully paid and nonassessable; (iic) All Indebtedness the Collateral constitutes that percentage of the Borrower issued and outstanding capital stock, equity securities, membership units, partnership interests and ownership interests of each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany NotePerson in which such Collateral represents an ownership interest (calculated on a fully diluted, which shall be executed as converted basis) as set forth on Schedule 1.1; and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall the Collateral is and will be duly and validly pledged to Secured Party, for its benefit and the benefit of the Lenders, in accordance with law, and Secured Party, for its benefit and the benefit of the Lenders, has and will have a good, valid and perfected first priority Lien on and security interest in the Collateral and the proceeds thereof subject to no other Liens, and no filing or other action will be necessary to perfect or protect such Lien other than delivery to Secured Party of certificates representing the Collateral. Pledgor has full force legal authority and effectpower to own the Collateral and to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereunder, and Pledgor is under no legal restriction, limitation or disability that would prevent any of the foregoing. No financing statement relating to any of the Collateral is on file in any public office except those on behalf of Secured Party for the benefit of itself and the Lenders or with respect to Permitted Liens.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 5,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each of its Restricted Subsidiaries Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary on the Restricted Subsidiaries Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Guarantee Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (i) in full force the certificated Capital Stock, if any, of the Borrower and effectany wholly owned Domestic Restricted Subsidiary that is not an Immaterial Subsidiary (to the extent required by Section 6.2(a)) and (ii) in other assets pursuant to which a security interest may be perfected by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Target or Amplify or any wholly owned material U.S. restricted subsidiary of the Target or Amplify not delivered on the Closing Date, on or prior to the date that is 5 Business Days after the Closing Date, and with respect to any other such Collateral not actually received from the Target or Amplify on or prior to the Closing Date after use of commercially reasonably efforts to procure delivery thereof, on or prior to the date that is 90 days after the Closing Date or, in each case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.

Collateral. Except for any items referred to on Schedule 9.13(b):9.12: (ai) The Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s Wholly-Owned Restricted Subsidiaries to the extent required to be delivered and pledged under the Security Documents (to the extent certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and (ii) All documents and instruments, including Uniform Commercial Code and PPSA financing statements in the jurisdiction of organization of each Credit Party or other applicable personal property and financing statements, reasonably requested by the Collateral Agent filing office in Canada to be filed, registered or recorded to create perfect the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none recording; provided that each of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. requirements set forth in this clause (b) All Stock of (except to the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned extent that a Lien on such Collateral may be perfected solely (x) by the Borrower filing of a financing statement under the Uniform Commercial Code or any Subsidiary Guarantor, in each case as the PPSA or (y) by the delivery of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Equity Interests of the Borrower and each Wholly-Owned Restricted Subsidiary of its Restricted Subsidiaries that is owing to any Credit Party that constitutes a Material Subsidiary to the extent possession of such certificates perfects a security interest therein) shall not constitute conditions precedent to the initial Borrowing on the Closing Date after the Borrower’s use of commercially reasonable efforts to provide such items on or prior to the Closing Date or without undue burden or expense if the Borrower agrees to deliver, or cause to be evidenced delivered, such documents and instruments, or take or cause to be taken such other actions as may be required to perfect such security interests within 90 days after the Closing Date (subject to extensions approved by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Administrative Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankits reasonable discretion). (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): The Administrative Agent (aor its counsel) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens 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 byto be pledged as set out in the Loan Documents, and with (ii) copies of UCC financing statements for entities organized in the priority United States. Notwithstanding anything in this Agreement to the contrary, it is understood that only Holdings, the Borrowers and the other Loan Parties organized under the laws of the United States shall be required byto provide guarantees and Collateral (subject to the terms set forth in this paragraph) on the Closing Date and the other Loan Parties may instead provide guarantees and Collateral within forty-five (45) Business Days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative Agent), such Security Document shall have been and to the extent any Collateral (including the grant or perfection of any security interest, other than (x) the delivery of certificates evidencing Equity Interests of wholly-owned Domestic Subsidiaries that are Material Subsidiaries of Holdings (to the extent available to Holdings) and the Target and its Domestic Subsidiaries (in the case of the Target and its Domestic Subsidiaries, to the extent delivered to Holdings by the Target prior to the Closing Date), to the extent certificated and required to be pledged as set out in the Loan Documents, and (y) any Collateral Agent the security interest in which may be perfected by the filing of a UCC financing statement for filingentities 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, registration or recording then the provision of such collateral and none perfection therein shall not constitute a condition precedent to the availability of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of 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 extensions to be reasonably 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 have been pledged pursuant consented to, approved or accepted or the be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Administrative Agent shall have received all certificates, if any, representing notice from such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing Lender prior to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankproposed Closing Date specifying its objection thereto. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding Stock of the Borrower directly owned by US Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2hereunder. (bd) All Stock of US Holdings and the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant deliver to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatesa completed Perfection Certificate, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each an Authorized Officer of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, US Holdings and the Collateral Agent shall have received such Intercompany NoteBorrower, together with undated instruments of transfer with respect thereto endorsed in blankall attachments contemplated thereby. (de) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required byThe Borrower will cause, and with the priority required bywill cause each other Credit Party to cause, such Security Document shall have been delivered of its owned Property (but in any event excluding real property) that constitutes Collateral pursuant to the Collateral Documents to be subject at all times to Liens in favor of the Administrative Agent for filingthe benefit of the Holders of Secured Obligations, registration or recording to secure the Secured Obligations in accordance with the terms and none conditions of the Collateral shall be Documents, subject in any case to any other pledges, security interests or mortgages, except for Liens permitted under by Section 10.2. (b) All Stock of 6.15 hereof; provided, however, that the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such other Credit Parties shall not be required to comply with the terms of the Federal Assignment of Claims Act in connection with their pledge of any Excluded Stock) Collateral to the Administrative Agent. The Pledge and Security Agreement sets forth the types of Property required to be subject to such Liens and the Collateral Agent shall have received all certificatespriority of such Liens. Without limiting the generality of the foregoing, if any, representing such securities pledged under the Borrower will cause the Applicable Pledge Agreement, accompanied Percentage of the issued and outstanding equity interests of each Pledge Subsidiary directly owned by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall other Credit Party to be evidenced by subject at all times to a promissory note first priority, perfected Lien in favor of the Administrative Agent in accordance with the terms and shall have been pledged pursuant to the Pledge Agreement, conditions of this Agreement and the Collateral Documents or such other security documents as the Administrative Agent shall have received all reasonably request, in each case to the extent, and within such promissory notestime period as is, together with undated instruments of transfer with respect thereto endorsed reasonably required by the Administrative Agent, subject in blank. any case to Liens permitted by Section 6.15. Notwithstanding the foregoing, (iii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any no Credit Party shall be evidenced by required to pledge (A) the Intercompany Noteequity interests of Roto-Rooter of Canada, which Ltd., VNF, or any Rabbi Trust or Rabbi Trust Subsidiary, (B) more than 40% of the equity interests of RR Plumbing Services Corporation, (C) more than 49% of the equity interests of Complete Plumbing Services Inc., or (D) more than 80% of the equity interests of Nurotoco of New Jersey, Inc.; provided, however, that, except to the extent necessary to satisfy any licensing requirement under applicable law with respect to the 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 Administrative Agent pursuant to this Section 6.25; and (ii) no pledge agreement in respect of the equity interests of a Foreign Subsidiary shall be executed and delivered required hereunder to the extent such pledge thereunder is prohibited by applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the Borrower and each benefit of the Restricted Subsidiaries and shall have been pledged Holders of Secured Obligations pursuant to the Pledge Agreementlegally valid, binding and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankenforceable pledge agreements. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding Stock of the Borrower directly owned by Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Conversion Date, shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Representative shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Conversion Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent Representative in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens Xxxxx permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankhereunder. (d) The Guarantee Holdings and the Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, to the extent that any such security interest is not so granted and/or perfected on or prior to the Conversion Date, then Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in full force and effectthe case of Collateral consisting of mining properties) after the Conversion Date or such longer period of time as may be agreed to by the Administrative Agent in its sole discretion.

Collateral. Except for any items referred The Borrower will cause, and will cause each other Loan Party to on Schedule 9.13(b): (a) All documents and instrumentscause, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent all of its owned Property to be filedsubject at all times to first priority, registered or recorded to create the perfected Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to in favor of the Collateral Agent for filing, registration or recording the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and none conditions of the Collateral shall be Documents, subject in any case to any other pledges, security interests or mortgages, except for Liens permitted under by Section 10.2. 7.2 (it being understood and agreed that (a) no control agreements will be required hereunder in respect of bank accounts and (b) All Stock Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Restricted Pledge Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorother Loan Party to be subject at all times to a first priority, perfected Lien in each case as favor of the Closing Date, shall have been pledged pursuant Collateral Agent to secure the Pledge Agreement (except that Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such Credit Parties shall not be required to pledge any Excluded Stock) and other security documents as the Collateral Agent shall have received all certificatesreasonably request and (ii) will, if anyand will cause each Guarantor to, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except deliver Mortgages and Mortgage Instruments with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to real property owned by the Borrower or any 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 equity interests of a Foreign Subsidiary Guarantor shall be evidenced required hereunder to the extent such pledge thereunder is prohibited by a promissory note and shall have been pledged applicable law or the Administrative Agent reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Pledge Agreementlegally valid, binding and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankenforceable pledge agreements. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankhereunder. (d) The Guarantee Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest (other than to the extent that a lien on the Collateral may be in full force perfected by the filing of a financing statement under the Uniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and effectsuch stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the creation or perfection of such security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent (with respect to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each of its Restricted Subsidiaries Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary on the Restricted Subsidiaries Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Guarantee Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (i) in full force the certificated Capital Stock, if any, of the Borrower and effectany wholly owned Domestic Restricted Subsidiary that is not an Immaterial Subsidiary (to the extent required by Section 6.2(a)) and (ii) in other assets pursuant to which a security interest may be perfected by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Target or any wholly owned material U.S. restricted subsidiary of the Target not delivered on the Closing Date, on or prior to the date that is 5 Business Days after the Closing date, and with respect to any other such Collateral, on or prior to the date that is 90 days after the Closing Date or, in each case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.

Collateral. Except for Effective upon any items referred Subsidiary becoming a Guarantor after the date hereof, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered grant to the Collateral Agent for filingthe benefit of the Secured Parties a first (subject to Permitted Liens) priority security interest in all assets (including real property and the Capital Stock of its Subsidiaries) of such Guarantor pursuant to documentation (including related certificates and opinions) reasonably acceptable to the Administrative Agent. The Borrower will, registration and will cause each of the Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or recording instruments and none take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (i) neither the Borrower nor any Guarantor shall be obligated hereby to grant a security interest in any asset if the 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) 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, (iv) 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 other pledgescorporate aircraft), security interests in certain joint ventures and non-Wholly-Owned Subsidiaries which cannot be pledged without the consent of one or mortgagesmore third parties and obligations the interest on which is wholly exempt from the taxes imposed by subtitle A of the Code, except for Liens permitted under Section 10.2. (bv) All the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Borrower and all Capital Stock of each Restricted Subsidiary of material first-tier Foreign Subsidiaries, (vi) the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Administrative Agent shall have received all certificatesthe discretion to exclude from the Collateral immaterial assets, if any, representing assets as to which it and the Borrower determine that the cost of obtaining such securities pledged under security interest would outweigh the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing benefit to the Borrower Lenders and other assets in which it may determine that the taking of a security interest would not be advisable, and (vii) no foreign law security or any Subsidiary Guarantor pledge agreements shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankrequired. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): As of the Closing Date, (a) All documents the right, title and instrumentsinterest of the Company and each of its Subsidiaries, including as applicable, in the collateral pledged pursuant to the Guarantee and Amended and Restated Security Agreement (the “Collateral”) will be free and clear of all Liens except for the Lien granted in favor of the Collateral Agent under the Guarantee and Amended and Restated Security Agreement and Permitted Liens, and no financing statements in respect of the Collateral will be on file in favor of any person other than the Collateral Agent; (b) the Guarantee and Amended and Restated Security Agreement creates valid security interests in, and Liens on, the Collateral covered thereby securing the obligations of the Company and each of its Subsidiaries to the Collateral Agent, (c) the representations and warranties of the Company and each of its Subsidiaries in the Guarantee and Amended and Restated Security Agreement will be true and correct (if such representations and warranties are not qualified with respect to materiality, in which case such representations will be true and correct in all respects) in all material respects; (d) upon the filing and recording of financing statements in the appropriate jurisdictions, the Lien securing the obligations of the Company and each of its Subsidiaries to the Collateral Agent will have been duly perfected as to the Collateral as to which perfection may be accomplished pursuant to the applicable Uniform Commercial Code or other applicable personal property law in such jurisdictions; and financing statements, reasonably requested by (e) the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none Lien of the Collateral Guarantee and Amended and Restated Security Agreement shall be subject prior to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock Lien on any of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary GuarantorCollateral, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankother than Permitted Liens. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except The Administrative Agent is hereby authorized by each Lender to hold all Collateral pledged pursuant to any Loan Document and to act on behalf of the Lender Group, in its own capacity and through other agents appointed by it, under the Security Documents; provided, that the Administrative Agent shall not agree to the release of any Collateral except in accordance with the terms of this Agreement. The Lender Group acknowledges that the Loan and all interest, fees and expenses hereunder constitute one Funded Debt, secured by all of the Collateral. The Administrative Agent hereby appoints each Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Administrative Agent’s Liens in assets which, in accordance with the UCC, can be perfected by possession. Should any items referred Lender obtain possession of any such Collateral, subject to on Schedule 9.13(b): the limitations set forth in the Blocked Account Agreements, such Lender shall, promptly upon the Administrative Agent’s request therefore, deliver such Collateral to the Administrative Agent or in accordance with the Administrative Agent’s instructions. The Administrative Agent may purchase, in any public or private sale conducted under the provisions of the UCC (aincluding pursuant to sections 9-610 and 9-620 of the UCC), the provisions of the Bankruptcy Code (including pursuant to section 363 of the Bankruptcy Code) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested at any sale or foreclosure conducted by the Collateral Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law, all or any portion of the Collateral. Each member of the Lender Group hereby irrevocably authorizes the Administrative Agent to be filed, registered Credit Bid (in an amount and on such terms as the Administrative Agent may determine) and purchase at any such sale (either directly or recorded to create the Liens intended to be created by through one or more acquisition vehicles) all or any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none portion of the Collateral on behalf of and for the benefit of the Lender Group (but not as agent for any individual Lender or Lenders, unless the Majority Lenders shall be subject to any other pledges, security interests or mortgagesotherwise agree in writing). Each Lender hereby agrees that, except for Liens permitted under Section 10.2. (b) All Stock with the prior written consent of the Borrower and Administrative Agent, it will not exercise any right that it might otherwise have to Credit Bid at any sales of all Stock of each Restricted Subsidiary or any portion of the Borrower directly or indirectly owned by Collateral conducted under the Borrower or any Subsidiary Guarantor, in each case as provisions of the Closing DateUCC or the Bankruptcy Code, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments foreclosure sales or other similar dispositions of transfer and/or undated powers endorsed in blankCollateral. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except The Company will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Intercreditor Agreement and the Collateral Documents, subject in any items referred case to on Schedule 9.13(b): Liens permitted by Section 10.6 hereof (it being understood and agreed that (a) All documents no control agreements will be required hereunder in respect of bank accounts, and instruments(b) Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, including Uniform Commercial Code 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 applicable personal property and financing statementsCredit Party to be subject at all times to a first priority, reasonably requested by perfected Lien in favor of the Collateral Agent to be filed, registered or recorded to create secure the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and Secured Obligations in accordance with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording terms and none conditions of the Collateral shall be subject to any Documents or such other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case documents as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatesreasonably request; and (ii) will, if anyand will cause each Guarantor to, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except deliver Mortgages and Mortgage Instruments with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing real property owned by the Company or such Guarantor to the Borrower or any extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantor shall be evidenced required hereunder to the extent such pledge thereunder is prohibited by a promissory note and shall have been pledged applicable law or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Pledge Agreementlegally valid, binding and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankenforceable pledge agreements. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for Effective upon any items referred Subsidiary becoming a Guarantor after the Amendment Effective Date, the Borrower shall cause such Guarantor within fifteen Business Days after becoming a Guarantor (or such later date as the Administrative Agent may agree) to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered grant to the Collateral Agent for filing, registration or recording and none the benefit of the Collateral shall be Secured Parties a first (subject to any other pledges, Permitted Liens) priority security interests or mortgages, except for Liens permitted under Section 10.2. interest in all assets (b) All including real property and the Capital Stock of the Borrower and all Stock its Subsidiaries) of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged such Guarantor pursuant to the Pledge Agreement documentation (except that such Credit Parties shall not be required to pledge any Excluded Stockincluding related certificates and opinions) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing reasonably acceptable to the Administrative Agent. The Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreementwill, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by will cause the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant Guarantors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Pledge AgreementAdministrative Agent from time to time such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Collateral as the Administrative Agent may reasonably require. Notwithstanding any of the foregoing, (a) 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 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), (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 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 Code, (e) the pledge of the Capital Stock of Foreign Subsidiaries shall be limited to 65% of the Capital Stock of material first-tier Foreign Subsidiaries, (f) the Administrative Agent shall have received the discretion to exclude from the Collateral immaterial assets, assets as to which it and the Borrower determine that the cost of obtaining such Intercompany Notesecurity 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, together with undated instruments of transfer with respect thereto endorsed in blank. and (dg) The Guarantee no foreign law security or pledge agreements shall be in full force and effectrequired.

Collateral. Except for any items referred to on Schedule 9.13(b): (ai) All documents and instrumentsCapital Stock, including Uniform Commercial Code or other applicable personal property and financing statementsthan Excluded Property, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Credit Party and Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, (other than Parent) shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) Security Documents and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge AgreementSecurity Documents, accompanied by customary instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Capital Stock of the Borrower Opcos and each of its Restricted Subsidiaries that is owing to any the Miscellaneous Other Credit Party shall be evidenced Parties owned by the Intercompany Note, which shall be executed an Individual Guarantor and delivered by the Borrower and each not pledged as of the Restricted Subsidiaries and Restatement Date shall have been pledged pursuant to an amendment of the Individual Pledge Agreement, and in form an substance reasonably satisfactory to the Administrative Agent. (iii) Except as otherwise provided in Section 8.17, the Collateral Agent shall have received such Intercompany Notethe results of a search of the UCC and PPSA filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with undated instruments copies of transfer the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or have been released or will be released substantially simultaneously with respect thereto endorsed in blankthe making of the Loans hereunder. (div) The Guarantee Collateral Agent shall have received evidence, in form and substance reasonably satisfactory to the Collateral Agent, that appropriate UCC and PPSA (or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary or, in full force the reasonable opinion of Collateral Agent, desirable, to perfect the Collateral Agent’s Liens in and effectto the Collateral and certified searches reflecting the filing of all such financing statements.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The power to effect the sale of the Collateral Agent pursuant to be filed, registered or recorded to create Section 6.3 hereof shall continue unimpaired until all the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document Collateral shall have been delivered sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Collateral Agent for filingwithout recourse, registration representation or recording warranty in any portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and none attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (v) The method, manner, time, place and terms of any sale of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2commercially reasonable. (bvi) All Stock Except as set forth in Section 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and purchase the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned Timeshare Loans offered for sale by the Borrower or any Subsidiary Guarantor, Indenture Trustee in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded StockSection 6.16(c)(i) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankabove. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b):The New Second Lien Notes Trustee and the Stone Noteholders shall have received: (aA) All from the Issuers and the Subsidiary Guarantors, a counterpart of the Collateral Agreement; (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent New Second Lien Notes Trustee to be filed, registered or recorded to create the Liens liens intended to be created by any Security Document security document and perfect such Liens liens to the extent required by, and with the priority required by, such Security Document security document shall have been delivered to the Collateral Agent New Second Lien Notes Trustee for filing, registration or recording and none of the Collateral collateral shall be subject to any other pledges, security interests or mortgages, except for Liens liens permitted under Section 10.2.the New Second Lien Notes Indenture; (bC) All Stock all Equity Interests of the Borrower Co-Issuer and all Stock Equity Interests of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower Issuers or any Subsidiary Guarantor, in each case as of the Closing Datedate hereof, and required to be delivered to the agent under the Credit Agreement pursuant to the terms thereof, shall have been pledged pursuant to the Pledge Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Pledge Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank.; and (iD) Except the results of a search of the Uniform Commercial Code filings made with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, Issuers and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed Subsidiary Guarantors in blank. (ii) All Indebtedness the jurisdictions reasonably requested by the New Second Lien Notes Trustee or the Stone Noteholders and the copies of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced financing statements disclosed by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blanksearch. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Intermediate Holdings and the Borrower shall take or cause to be taken all actions required to be taken to permit the Agent to maintain a first priority perfected security interest in the Collateral, subject only to any Liens expressly permitted by Section 6.02 and the terms of the Security Agreement and the other Loan Documents. Intermediate Holdings and the Borrower will, or will cause the other Loan Parties to, subject to the terms of the Security Agreement, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including Uniform Commercial Code the filing and recording of financing statements and other documents), that may be required under any applicable Law, or other applicable personal property and financing statementsthat the Agent or the Required Lenders may reasonably request, reasonably requested by to cause the Collateral Agent to be filed, registered or recorded pledged to create the Liens intended Agent pursuant to be created by any the Security Document Documents and to perfect such Liens to the extent required bythereby, and with the priority required bythereby, such all at the expense of the Borrower. The Borrower also agrees to provide to the Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Agent as to the perfection and priority of the Liens created or intended to be created by the Security Document shall Agreement. The Borrower will furnish to the Agent prior written notice of any change (i) in any Loan Party’s organizational name, (ii) in any Loan Party’s entity type or (iii) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all arrangements reasonably satisfactory to the Agent for filings have been delivered made under the UCC or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral Agent and for filing, registration or recording and none of the Collateral shall be subject at all times following such change to any other pledgeshave a valid, legal and perfected security interests or mortgages, except for Liens permitted under Section 10.2interest as contemplated in the Security Documents. (b) All Stock In the event that any Person becomes a wholly-owned Domestic Subsidiary (other than an Immaterial Subsidiary, CFC Holdco or an Unrestricted Subsidiary) of the Borrower, the Borrower shall within thirty (30) days after such Person becomes such a wholly-owned Domestic Subsidiary or any Unrestricted Subsidiary becomes a Restricted Subsidiary pursuant to a Subsidiary Redesignation or any Immaterial Subsidiary ceases to be identified as an Immaterial Subsidiary on any Compliance Certificate delivered by the Borrower, as the case may be (unless the Agent, in its sole discretion, extends additional time for compliance), (a) cause such Domestic Subsidiary to become a Guarantor under the Security Agreement and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), (c), (k), (l) and (q), and, if requested by the Agent, legal opinions as are similar to those described in Section 3.01(d). In the event that any Person becomes a Foreign Subsidiary (other than an Immaterial Subsidiary or an Unrestricted Subsidiary) of the Borrower and all Stock of each Restricted or a CFC Holdco which is a Subsidiary of the Borrower Borrower, and the ownership interests of such Foreign Subsidiary or CFC Holdco are owned directly or indirectly owned by the Borrower or by any wholly-owned Domestic Subsidiary Guarantorthereof (other than a CFC Holdco, an Immaterial Subsidiary or an Unrestricted Subsidiary), the Borrower shall, or shall cause such Domestic Subsidiary to, within thirty (30) days after such Person becomes such a Foreign Subsidiary or a CFC Holdco (unless the Agent, in each case its sole discretion, extends additional time for compliance), deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.01(c), and the Borrower shall take, or shall cause such Domestic Subsidiary to take, all of the Closing Dateactions referred to in Section 3.01(b) necessary to grant and to perfect a First Priority Lien in favor of the Collateral Agent, for the benefit of Secured Parties, under the Security Agreement in (i) sixty-five percent (65%) of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and (ii) 100% of the issued and outstanding Equity Interests of such Foreign Subsidiary or CFC Holdco not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). With respect to each such new Subsidiary (including any Immaterial Subsidiary or Unrestricted Subsidiary), the Borrower shall have been pledged pursuant promptly send to the Pledge Agent written notice setting forth with respect to such Person the date on which such Person became a Subsidiary of the Borrower. Notwithstanding anything to the contrary in this Agreement (except that such Credit Parties or any other Loan Document, no Loan Party shall not be required to pledge xxxxx x Xxxx on any Excluded Stock) Property and the Collateral Agent shall have received exclude all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankExcluded Property. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except The Borrower will cause, and will cause each other Credit Party to cause, all of its owned Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any items referred case to on Schedule 9.13(b): Liens permitted by Section 6.15 hereof (it being understood and agreed that (a) All documents no control agreements will be required hereunder in respect of bank accounts and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock Mortgages and Mortgage Instruments will only be required hereunder in respect of Mortgaged Properties). Without limiting the generality of the foregoing, the Borrower will (i) cause the Applicable Pledge Percentage of the issued and all Stock outstanding equity interests of each Restricted Pledge Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorother Credit Party to be subject at all times to a first priority, perfected Lien in each case as favor of the Closing Date, shall have been pledged pursuant Administrative Agent to secure the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall have received all certificatesreasonably request and (ii) will, if anyand will cause each Guarantor to, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except deliver Mortgages and Mortgage Instruments with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to real property owned by the Borrower or any such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, no pledge agreement in respect of the equity interests of a Foreign Subsidiary Guarantor shall be evidenced required hereunder to the extent such pledge thereunder is prohibited by a promissory note and shall have been pledged 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 the Pledge Agreementlegally valid, binding and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankenforceable pledge agreements. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b):The New Second Lien Notes Trustee and the Bridge Loan Lenders shall have received: (aA) All from the Issuers and the Subsidiary Guarantors (as defined below), a counterpart of the collateral agreement and ancillary security documents (in each case in form and substance consistent with the collateral agreement and ancillary security documents with respect to the Bridge Loans and the New Second Lien Notes Indenture attached hereto as Exhibit A, and otherwise reasonably acceptable to the Stone Noteholders and the Bridge Loan Lenders) to be entered into among the Issuers, the Subsidiary Guarantors and the New Second Lien Notes Trustee, as collateral agent (the “Collateral Agreement”); (B) all documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent New Second Lien Notes Trustee to be filed, registered or recorded to create the Liens liens intended to be created by any Security Document security document and perfect such Liens liens to the extent required by, and with the priority required by, such Security Document security document shall have been delivered to the Collateral Agent New Second Lien Notes Trustee for filing, registration or recording and none of the Collateral collateral shall be subject to any other pledges, security interests or mortgages, except for Liens liens permitted under Section 10.2.the New Second Lien Notes Indenture; (bC) All Stock all Equity Interests (as defined in the Bridge Loan Agreement) of the Borrower Co-Issuer and all Stock Equity Interests of each Restricted Subsidiary of (as defined in the Borrower Bridge Loan Agreement) directly or indirectly owned by the Borrower Issuers or any Subsidiary Guarantor, in each case as of the date hereof, and required to be delivered to the agent under the new reserve-based revolving credit agreement dated on or about the Closing DateDate (the “Credit Agreement”) pursuant to the terms thereof, shall have been pledged pursuant to the Pledge Collateral Agreement and the New Second Lien Notes Trustee (or the agent under the Credit Agreement as bailee for the New Second Lien Notes Trustee pursuant to the Senior Lien Intercreditor Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stockas defined below)) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank.; and (iD) Except the results of a search of the Uniform Commercial Code filings made with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, Issuers and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed Subsidiary Guarantors in blank. (ii) All Indebtedness the jurisdictions reasonably requested by the New Second Lien Notes Trustee or the Institutional Bridge Loan Lenders and the copies of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced financing statements disclosed by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blanksearch. (d) The Guarantee shall be in full force and effect.

Collateral. Except for To secure full and complete payment and performance of the Obligations, Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described therein and in this Section 5.1 (which, together with any items referred to on Schedule 9.13(bother property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the “Collateral”): (a) All documents Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, grant to Collateral Agent, for the benefit of itself and the Lenders, a security interest in all of its accounts, accounts receivable, inventory, equipment, machinery, fixtures, chattel paper, documents, instruments, including Uniform Commercial Code deposit accounts, investment property, letter of credit rights, intellectual property, general intangibles and all its other personal property, whether now owned or other applicable personal property hereafter acquired, and financing statementsall products and proceeds thereof, reasonably requested by pursuant to the Collateral Agent to Security Agreement, which security interest shall be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens perfected to the extent required by, therein and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject prior to any all other pledges, security interests or mortgages, except for Liens permitted under Section 10.2other than Permitted Liens. (b) All Stock Each Credit Party shall grant to Collateral Agent, for the benefit of itself and the Borrower Lenders, a security interest in all its ownership interests of, among other Persons, its Subsidiaries, pursuant to the Security Agreement, which security interest shall be perfected to the extent required therein and shall be prior to all Stock of each Restricted Subsidiary of other Liens. (c) In the Borrower directly or indirectly owned by the event Borrower or any Subsidiary Guarantor, in each case as of other Credit Party acquires any registered intellectual property at any time after the Closing Date, such Person shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stocki) and promptly notify the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower execute, or cause to be executed, such documents and each of instruments as Collateral Agent, in its Restricted Subsidiaries that is owing reasonable discretion, deems necessary to any Credit Party shall be evidenced by the Intercompany Noteevidence and perfect its Liens on security interests in such assets (including, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreementwithout limitation, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankIntellectual Property Security Agreements). (d) The Guarantee Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Excluded Subsidiaries) to, execute and cause to be executed such further documents and instruments as Collateral Agent, in full force its reasonable discretion, deems necessary to evidence and perfect its liens and security interests in the Collateral. Borrower authorizes, directs and permits Collateral Agent to file Uniform Commercial Code financing statements with respect to the Collateral as are required under any relevant Uniform Commercial Code, including financing statements that indicate the Collateral as “all assets” of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed or as being of an equal or lesser scope or with greater detail.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents outstanding Capital Stock in each Guarantor required to be pledged pursuant to the Security Documents shall have been pledged pursuant thereto; (b) the Administrative Agent shall have received the certificates representing the Capital Stock in each Guarantor to the extent required to be delivered under the Security Documents and instrumentspledged under the Security Documents to the extent certificated, including accompanied by undated stock powers, allonges or other appropriate instruments of transfer endorsed in blank; (c) all Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Agent Administrative Agent, and shall be in proper form, for filing, registration or recording and none recording; (d) the Administrative Agent shall have received the results of a search of the Collateral shall be subject Uniform Commercial Code filings made with respect to the Credit Parties in each such Credit Party’s jurisdiction of incorporation, formation or organization, as applicable and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by any other pledges, security interests or mortgages, except for Liens such effective financing statements disclosed thereby are permitted under by Section 10.2., have been released or will be released substantially concurrently with the Closing Date or arrangements for such release have been made; (be) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case Administrative Agent shall have received a completed perfection certificate dated as of the Closing Date, shall have been pledged Date (the “Perfection Certificate”) and signed by an Authorized Officer of the Borrower; provided that in the event any deliverables pursuant to the Pledge Agreement (except that such Credit Parties shall this Section 6.2 or referred to in Section 8.21 or Section 6.2, cannot be delivered on or prior to the Closing Date after commercially reasonable efforts to do so, they shall instead be required promptly after the Closing Date (and in any event within 45 days after the Closing Date plus any extensions granted by the Administrative Agent in its sole discretion) pursuant to pledge any Excluded Stock) arrangements to be mutually agreed between the Administrative Agent and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankBorrower. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (i) EXLP and the Borrower shall, and shall cause each other Obligor to, xxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Property located in the United States now owned or at any items referred to on Schedule 9.13(b):time hereafter acquired by it or any other Obligor, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory (as each such term is defined in the UCC). (aii) All Upon the formation or acquisition of any Significant Domestic Subsidiary or upon any Restricted Subsidiary becoming a Significant Domestic Subsidiary after the Effective Date, EXLP and the Borrower shall promptly: (A) cause such Significant Domestic Subsidiary to xxxxx x Xxxx pursuant to the Security Instruments on substantially all of its Property located in the United States now owned or at any time hereafter acquired by it, including, without limitation, all Equipment, Accounts, Chattel Paper, Documents, General Intangibles, Instruments, and Inventory; (B) pledge, or cause the appropriate Person to pledge, all of the Equity Interests of such Significant Domestic Subsidiary (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate, duly executed in blank by the registered owner thereof); (C) cause such Significant Domestic Subsidiary to grant a Mortgage on any real property owned by such Significant Domestic Subsidiary; and (D) execute and deliver, or cause such Significant Domestic Subsidiary to execute and deliver, such other additional documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, certificates as shall reasonably be requested by the Collateral Agent Administrative Agent. (iii) Upon the formation or acquisition of any Foreign Subsidiary or any Domestic Subsidiary that is not a Significant Domestic Subsidiary after the Effective Date, EXLP and the Borrower shall promptly: (A) pledge, or cause the appropriate Person to be filedpledge, registered or recorded to create (1) 66% of the Liens intended to be created by any Security Document and perfect such Liens capital stock of each first tier Foreign Subsidiary that constitutes a “controlled foreign corporation” (within the meaning of Section 957 of the Code) (and, to the extent required bycertificated, deliver original stock certificates or other certificates evidencing 66% of the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof) and (2) 100% of the capital stock of each Domestic Subsidiary that is not a Significant Domestic Subsidiary (and, to the extent certificated, deliver original stock certificates or other certificates evidencing the capital stock of such entity, together with an appropriate undated stock power for each certificate duly executed in blank by the priority required byregistered owner thereof); and (B) execute and deliver, or cause such Foreign Subsidiary or Domestic Subsidiary, as applicable, to execute and deliver, such Security Document other additional documents and certificates as shall have been delivered reasonably be requested by the Administrative Agent. provided that the foregoing clauses (i), (ii) and (iii) shall not require the creation or perfection of pledges of, security interests in or Mortgages on, (A) any real property that has a value of less than $7,500,000, (B) any Property as provided on Schedule 8.07 , (C) the Equity Interests owned by any Obligor or a Restricted Subsidiary in a Joint Venture to the Collateral Agent extent (but only to the extent) (i) the Organization Documents of such Joint Venture prohibit the granting of a Lien on such Equity Interests or (ii) such Equity Interests in such Joint Venture are otherwise pledged as collateral as permitted by Section 9.02(g), provided however, if any of the foregoing conditions cease to be in effect for filingany reason, registration or recording then the Equity Interests in such Joint Venture shall automatically be subject to the lien and none security interest pursuant to Section 2.01 of the Collateral shall be subject to Agreement, or (D) any other Property that in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges, security interests or mortgagesMortgages on such Property would be excessive in view of the benefits to be obtained by the Lenders therefrom, except for Liens permitted under Section 10.2. (b) All Stock of provided further that EXLP, the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, Guarantor will have ninety (90) days to perfect Liens on Property acquired in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except an acquisition. EXLP will also deliver a Federal Emergency Management Agency Standard Flood Hazard Determination with respect to intercompany Indebtedness, all evidences each parcel of Indebtedness for borrowed money real property that becomes Collateral subject to a Mortgage pursuant to this Section 8.07(a) on which a building or a mobile home is located. Notwithstanding anything contained in a principal amount in excess of $10,000,000 (individuallythis Section 8.07(a) that is owing to the Borrower or contrary, if there are no adverse tax consequences to EXLP, to its partners, to any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing Subsidiaries, or to any Credit Party shall of its Affiliates, the Collateral described above (and subject to the same limitations set forth above) will include Property located in jurisdictions outside the United States, Foreign Subsidiaries will be evidenced by the Intercompany Noteincluded as Guarantors, which shall be executed and delivered by the Borrower and each all of the Restricted Equity Interest of Foreign Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankwill be pledged. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Each Lender authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a party and instruments, including Uniform Commercial Code or other applicable personal property to take all action contemplated by such Loan Documents and financing statements, reasonably requested to enter into the Intercreditor Agreement and to take all action contemplated by the Collateral Intercreditor Agreement. Each Lender agrees that no Holder of Secured Obligations, other than the Administrative Agent acting on behalf of all Holders of Secured Obligations, shall have the right individually to be filed, registered or recorded seek to create realize upon the Liens intended to be created security granted by any Security Document Loan Document, it being understood and perfect agreed that such Liens to rights and remedies may be exercised solely by the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Administrative Agent for filing, registration or recording and none the benefit of the Collateral shall be subject to any other pledgesHolders of Secured Obligations, security interests or mortgages, except for Liens permitted under Section 10.2upon the terms of the Loan Documents. (b) All Stock In the event that any Collateral is pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.13(c). (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Obligations, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower and or any other Loan Party) in respect of) all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned interests retained by the Borrower or any Subsidiary Guarantorother Loan Party, in each case as including (without limitation) the proceeds of the Closing Datesale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, each of the Lenders hereby acknowledges and agrees that upon the consummation of any Permitted Disposition, the Administrative Agent, for itself and on behalf of the Lenders, shall have been pledged pursuant to release from its Guaranty any Loan Party whose stock is sold in such Permitted Disposition, and shall release such stock from the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the applicable Pledge Agreement, accompanied by instruments . No release of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to Collateral shall affect the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness obligations of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankunder Section 2.06(b). (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (ib) Except with respect to intercompany IndebtednessAll Indebtedness of Holdings, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Borrower or any Subsidiary Guarantor shall Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by a one or more global promissory note notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iic) All Indebtedness of the Borrower documents and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Intercompany NoteCollateral Agent to be filed, which shall registered or recorded to create the Liens intended to be executed and delivered created by the Borrower Security Documents and each of perfect such Liens to the Restricted Subsidiaries extent required by, and with the priority required by, the Security Documents shall have been pledged pursuant filed, registered or recorded or delivered to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Notefor filing, together with undated instruments of transfer with respect thereto endorsed in blankregistration or recording. (d) The Guarantee Administrative Agent shall be in full force have received a completed Perfection Certificate, dated the Closing Date and effectsigned by an Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. Except Borrower further agrees and covenants to: A. Promptly deliver possession to Lender, and assign for any items referred security purposes to on Schedule 9.13(b): (a) All documents and Lender, all chattel paper, instruments, certificated securities and documents necessary for the perfection of Lender's senior security interests in the Collateral, subject to Permitted Liens; provided, however, that until the occurrence of an Event of Default or the occurrence and continuance of a Default, Lender will, upon Borrower's request, return possession of such chattel paper, instruments and documents to Borrower, as Lender's bailee or agent, but only to the extent reasonably necessary for Borrower to enforce or collect the goods or obligations evidenced by such chattel paper, instruments and documents. B. If Lender requests, (i) promptly execute and deliver to Lender any notice, financing or continuation statement, instrument, document, agreement or other papers (including any assignment of claim form under or pursuant to the federal Assignment of Claims Act, 31 USC ss. 3726, or any successor or amended version thereof, or any regulation promulgated under or pursuant to any version thereof), (ii) stamp on its records concerning the Collateral (and/or enter in its computer records concerning the Collateral) and add on all chattel paper constituting a portion of the Collateral a notation, in form satisfactory to Lender, of Lender's security interest hereunder and/or (iii) perform any act reasonably requested by Lender that may be necessary or that Lender may deem advisable to create, perfect, preserve, validate or otherwise protect any of Lender's security interests in the Collateral, subject to Permitted Liens, or to enable Lender to exercise and enforce Lender's rights hereunder or with respect to any such security interests. C. Refrain from signing or filing or authorizing the signing or filing of any financing statement(s) under the Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by of any Security Document and perfect such Liens to the extent required by, and jurisdiction with the priority required by, such Security Document shall have been delivered respect to the Collateral Agent for filingor any portion thereof in which Borrower is named as debtor, registration except as herein provided or recording in connection with Permitted Liens, and none refrain from delivering possession of the Collateral shall be subject any of Borrower's assets to any other pledges, security interests or mortgagesPerson, except for Liens permitted under Section 10.2as herein provided or in the ordinary course of Borrower's business. D. Provide Lender with ten (b10) All Stock Business Days' prior written notice of any proposed transfer or change in any of Borrower's sites or facilities from the Borrower and all Stock jurisdictions set forth in Schedule 4.10 hereof, and/or the addition or creation of each Restricted Subsidiary new sites, facilities or places of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorbusiness in jurisdictions other than those set forth in Schedule 4.10, in each case as case, wherein any Collateral is to be located for any period of time whatsoever. In addition, Borrower agrees to provide Lender with ten (10) Business Days' prior written notice if any Collateral is or will be removed from the Closing Date, shall have been pledged pursuant to the Pledge Agreement jurisdictions set forth in Schedule 4.10 for a period of more than one (except that such Credit Parties shall not be required to pledge any Excluded Stock1) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. month. Borrower further agrees (i) Except with respect to intercompany Indebtednessexecute and deliver to Lender, prior to (A) any such change in jurisdiction, (B) the use or operation of any such site, facility or place of business by or on behalf of Borrower, or (C) such removal of any such Collateral, all evidences instruments, documents and other agreements (including financing statements and/or amendments thereto or documents or certificates of Indebtedness title) as Lender may require to perfect, or assure the continued perfection of, a first priority lien and/or security interest in all such Collateral (except for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge AgreementPermitted Liens), and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness to pay to Lender, upon demand, all reasonable costs and expenses (including Attorneys' Fees and disbursements) incurred by Lender in connection with the preparation, execution and delivery of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankdocuments. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents The Parent and instrumentsthe Borrower shall, including Uniform Commercial Code and shall cause each Restricted Subsidiary to, do all things necessary or other applicable personal property and financing statements, reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded preserve and (except as to create Non-Perfected Collateral) perfect the Liens intended to be created by any Security Document of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered pursuant to the Collateral Agent Documents as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for filingthe benefit of the Secured Parties, registration or recording has a perfected prior and none first Lien on all of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required as to pledge any Excluded Stock) and Non-Perfected Collateral), including, without limitation, the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Equity Interests of the Borrower and each of its Restricted direct and indirect Domestic Subsidiaries and the direct and indirect Domestic Subsidiaries of the Borrower and the Parent; provided however that only 65% of the Equity Interests of any Domestic Subsidiary substantially all of the assets of which consist of stock of one or more Subsidiaries that is owing to any Credit Party are not Domestic Subsidiaries shall be evidenced by required to be pledged as collateral under this Section 6.14. (b) The Parent and the Intercompany NoteBorrower shall, and shall cause each Restricted Subsidiary to (i) grant to the Administrative Agent for the benefit of the Secured Parties a Lien on all assets (other than Excluded Collateral, and with respect to FCC Licenses subject to the terms of the Security Agreement) of all Loan Parties which shall be executed perfected on all Collateral other than Non-Perfected Collateral and delivered (ii) take such action as is necessary from time to time to cause all such Liens in Collateral to be first and prior Liens (except as to Non-Perfected Collateral, and subject to Liens permitted by Section 7.01). For the avoidance of doubt, all Equity Interests in the Borrower and all Equity Interests owned by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary will continue to be fully pledged as Collateral unless and until Disposed of in accordance with the terms of this Agreement. (c) The Parent and the Borrower shall, and shall cause each Restricted Subsidiary to do all things necessary or reasonably requested by the Administrative Agent to preserve and (except as to Non-Perfected Collateral) perfect the Liens of the Administrative Agent for the benefit of the Secured Parties, arising pursuant hereto and pursuant to the Pledge Agreements and Security Agreements as first Liens (except as to Non-Perfected Collateral), and to insure that the Administrative Agent, for the benefit of the Secured Parties, has a perfected prior and first Lien on all of the Collateral other than Non-Perfected Collateral of the Borrower and each of the Restricted its direct and indirect Domestic Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, direct and indirect Domestic Subsidiaries of the Borrower and the Collateral Agent shall have received Parent; provided, however, that no such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee action shall be required to perfect the Liens in full force and effectNon-Perfected Collateral.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instrumentsAs a condition for receiving ISOC-IL’s accreditation approval, including Uniform Commercial Code or other applicable personal property and financing statementsthe Registrar shall deposit an autonomous bank guarantee, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens linked to the extent required byrepresentative rate of the dollar (US), and with in the priority required bywording specified in appendix “L”: bank guarantee (hereinafter referred to as “the guarantee”). The guarantee will be in the amount of 20,000 NIS or 40,000 NIS, such Security Document shall have been delivered as ISOC-IL, in its discretion, determines, according to the Collateral Agent for filing, registration or recording and none of information that the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2Registrar presented in its offer. (b) All Stock The guarantee shall be valid for at least one year and the Registrar shall be liable to extend its validity so long as this agreement is valid and for not more than one year on each occasion. If the validity of the Borrower guarantee is not extended and all Stock of each Restricted Subsidiary ISOC-IL is not furnished with an extended bank guarantee at least seven days prior to the date of the Borrower directly or indirectly owned by guarantee’s expiry, ISOC-IL may realize the Borrower or any Subsidiary Guarantor, in each case guarantee and retain the amount thereof until an alternative guarantee is furnished as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankprovided herein. (ic) Except with respect If the Registrar does not pay any financial debt to intercompany IndebtednessISOC-IL, ISOC-IL may, on 10 days’ written warning, obtain payment of all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness part of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by debt from the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankguarantee. (d) The Guarantee If ISOC-IL directly or indirectly incurs any extra expenses in consequence of acts or omissions of the Registrar that are in contravention of this agreement, inter alia, but without limitation, legal or collection expenses, ISOC-IL may, after giving 10 days’ written warning, obtain payment from all or part of the guarantee, up to the amount of the expenses actually occasioned to it. (e) If ISOC-IL exercises its aforesaid powers, the Registrar shall arrange, within 14 days of ISOC-IL collecting amounts from the guarantee, for a new guarantee to be issued in full force accordance with the terms and effectconditions hereof, instead of the guarantee from which payment was obtained, as a condition for its continued activity as accredited registrar pursuant hereto. (f) Upon the agreement’s termination, ISOC-IL shall return the guarantee to the Registrar, less any unpaid debt of the Registrar and less the costs of transferring the holders to other registrars.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by or on behalf of any items referred Credit Party and required to on Schedule 9.13(b):be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge any Equity Interests of any Excluded Pledge Subsidiaries other than 65% of the outstanding voting Equity Interests of any Excluded Pledge Subsidiary described in clause (b)(i) or (c) of the definition thereof held directly by the Parent, the Borrower or any Subsidiary Guarantor) and the Collateral Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ai) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been filed, registered or recorded or delivered to the Collateral Administrative Agent for filing, registration or recording and none of (ii) the Collateral Trustee shall be subject have received title, Lien and judgment searches and other evidence reasonably satisfactory to any other pledges, security interests or mortgagesthe Administrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, except for Liens permitted under Section 10.210.02. (bc) All Stock of The Borrower shall deliver to the Borrower and all Stock of each Restricted Subsidiary of Collateral Trustee amendments to the Borrower directly or indirectly owned by Deposit Account Control Agreements with respect to any Deposit Accounts listed on Schedule 13 to the Borrower or any Subsidiary GuarantorPerfection Certificate that are not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), in each case as of the Closing Date, shall have been pledged pursuant form and substance reasonably satisfactory to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) Administrative Agent and the Collateral Agent shall have received all certificatesTrustee, if any, representing such securities pledged under the Pledge Agreement, accompanied duly executed by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank.party thereto; (d) The Guarantee Borrower shall be in full force deliver to the Administrative Agent and effectthe Collateral Trustee a completed Perfection Certificate, executed and delivered by a Senior Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. Except for any items referred to The Secured Obligations shall be secured by valid, perfected, and enforceable Liens on Schedule 9.13(b): all right, title, and interest of each Loan Party in the Collateral; provided, however, that: (ai) All documents until an Event of Default has occurred and instrumentsis continuing and thereafter until otherwise required by the Administrative Agent or the Required Lenders, including Uniform Commercial Code Liens on vehicles or other applicable personal property goods which are subject to a certificate of title law need not be perfected, and financing statements, reasonably requested by (ii) the Collateral need not include (or be perfected if a Lien is granted) those assets of any Loan Party as to which the Administrative Agent in its sole discretion determines that the cost of obtaining a security interest in or perfection thereof are excessive in relation to the value of the security to be filed, registered or recorded to create afforded thereby. Each Loan Party acknowledges and agrees that the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of on the Collateral shall be granted to the Administrative Agent for the benefit of the holders of the Secured Obligations and shall be valid and perfected first priority Liens (to the extent perfection by filing, registration, recordation, possession or control is required herein or in any other Loan Document) subject to any other pledges, security interests or mortgages, except for the proviso appearing at the end of the preceding sentence and to Liens permitted under by Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor8.8, in each case as pursuant to one or more Collateral Documents from such Persons, each in form and substance reasonably satisfactory to the Administrative Agent. The membership interests of each Loan Party that is a limited liability company is not evidenced by certificates and such Loan Party has not opted-in to Article 8 of the Closing DateUCC with respect to such membership interests, shall and such Loan Party acknowledges and agrees that the members of such Loan Party have been pledged pursuant to agreed in the Pledge Security Agreement (except that the operating agreement of such Credit Parties Loan Party shall not be required amended or modified to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatesauthorize, if anyor otherwise permit, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed certificates to be issued or to opt-in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Article 8 of the Borrower and UCC, without, in each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by case, the Intercompany Note, which shall be executed and delivered by the Borrower and each prior written consent of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankAdministrative Agent. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents The Secured Parties irrevocably authorize Administrative Agent, at its option and instrumentsin its discretion: (i) to release any Lien (A) on all Collateral upon Full Satisfaction of all the Obligations and termination of the Commitments, including Uniform Commercial Code (B) with respect to any Collateral that is sold or otherwise Disposed of to a Person other applicable personal property than an Obligor pursuant to a Disposition permitted by Section 6.4 (other than any Disposition permitted by clause (d) of Section 6.4), (C) on Receivables and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens Receivables Related Property to the extent required bypursuant to any Receivables Intercreditor Agreement, or (D) subject to Section 10.2, as may be approved, authorized, or ratified in writing by the Required Lenders; (ii) to subordinate any Lien on any Collateral to the holder of any Lien on such property that is permitted by clause (f) or (k) of the definition of “Permitted Encumbrances”; and (iii) to enter into each Subordination Agreement, and with perform all obligations thereunder, respectively, and to enter into any amendments of such Subordination Agreements which do not materially modify the priority required byrights of the Secured Parties thereunder, and agree to be bound by the terms thereof; (iv) to enter into any Receivables Intercreditor Agreement, and perform all obligations thereunder, respectively, and to enter into any amendments of such Security Document shall have been delivered Receivables Intercreditor Agreement which do not materially modify the rights of the Secured Parties thereunder, and the Secured Parties agree to be bound by the terms thereof; (v) to confirm in writing whether specific items or types of Obligors’ property are or are not included in the Collateral pursuant to the Collateral Agent for filing, registration or recording and none Loan Documents; and (vi) to release any Guarantor from its obligations under any Guaranty Agreement if such Person ceases to be a Subsidiary as a result of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens a transaction permitted under Section 10.2the Loan Documents. (b) All Stock Upon request by Administrative Agent at any time, the Secured Parties will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any Guaranty Agreement pursuant to this Section 9.10. (c) Administrative Agent, at the Borrower and all Stock sole expense of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing DateObligors, shall have been pledged pursuant execute and deliver to the Pledge Obligors all releases or other documents reasonably necessary or desirable to evidence or effect any release of Liens or release of Guaranty Agreement authorized under Section 9.10(a); provided, that (except that such Credit Parties i) Administrative Agent shall not be required to pledge execute any Excluded Stockdocument necessary to evidence such release authorized under clause (i)(B) and or (v) of Section 9.10(a) unless a Responsible Officer of Administrative Borrower shall certify in writing to Administrative Agent that the Collateral Agent shall have received all certificates, if any, representing transaction requiring such securities pledged release is permitted under the Pledge AgreementLoan Documents (it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry), accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (iii) no such release shall in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to constitute part of the Borrower and each of its Restricted Subsidiaries that Collateral. To the extent Administrative Agent is owing required to execute any Credit Party shall be evidenced by the Intercompany Notereleases or other documents in accordance with this Section 9.10(c), which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Administrative Agent shall have received such Intercompany Note, together with undated instruments do so promptly upon request of transfer with respect thereto endorsed in blankBorrowers without the consent or further agreement of any Secured Party. (d) Administrative Agent shall have no obligation whatsoever to any of the Secured Parties to assure that the Collateral exists or is owned by any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein. (e) The Guarantee Secured Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Section 9-610 or 9-620 of the UCC, or (iii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (A) the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in full force the asset or assets purchased by means of such credit bid) and effectthe Secured Parties whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (B) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Administrative Agent may reduce the Obligations owed to the Secured Parties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. (f) The Secured Parties acknowledge and agree that, Rabobank or any of its Affiliates may at any time be the Receivables Financier under the Receivables Financing Facility.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Parent will cause the Collateral Agent to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the Parent at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2pledged hereunder). (b) All Stock So long as no Event of Default shall have occurred and be continuing, the Borrower Parent shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all Stock purposes not inconsistent with the terms of each Restricted Subsidiary of this Agreement, the Borrower directly or indirectly owned by Credit Agreement, the Borrower Notes, the C$ Notes or any Subsidiary Guarantorother instrument or agreement referred to herein or therein, provided that the Parent agrees that it will not vote the Collateral in each case as any manner that is inconsistent with the terms of this Agreement, the Closing DateCredit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall have been pledged pursuant execute and deliver to the Pledge Agreement (except that such Credit Parties shall not be required Parent or cause to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered to the Parent all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Parent may reasonably request for the purpose of enabling the Parent to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Parent shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Parent shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Payments by the Borrower and each of the Restricted Subsidiaries and shall have been pledged Parent permitted pursuant to the Pledge Agreementpenultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankis continuing. (d) The Guarantee If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in full force the Collateral Account as part of the Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Parent agrees to execute and effectdeliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Parent (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Parent.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank.. 715000788 12406500715000788 12406500 (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Company and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.14(c)) directly owned by or on behalf of any items referred Credit Party shall have been pledged pursuant to on Schedule 9.13(b):a Pledge Agreement and the Collateral Agent shall have received all certificates representing securities pledged under a Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank (except those to be delivered pursuant to Section 9.14(c)). (ab) All Indebtedness for borrowed money in excess of $5,000,000 of Holdings, the Company and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to a Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Collateral Agent shall be have received, in full force respect of each Mortgaged Property owned by Holdings, the Company or a Subsidiary Guarantor: a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and effectreinsurance as the Collateral Agent may reasonably request. (e) The Company shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Company, together with all attachments contemplated thereby.

Collateral. Except for any items referred to on Schedule 9.13(b): (ai) All documents The due and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none punctual payment of the Collateral shall be subject to any other pledgesprincipal of, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatespremium, if any, representing such securities pledged and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations under this Indenture, including, without limitation, the Pledge Agreementobligations of the Issuer and the Subsidiary Guarantors set forth in Section 7.07, accompanied Section 8.06 and Section 8.07 herein, and in the Notes and the Guarantees and the Security Documents, shall be secured by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect first-priority Liens and security interests, subject to intercompany IndebtednessPermitted Liens, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing as and to the Borrower or any extent provided in the Security Documents which the Issuer and the Subsidiary Guarantor Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be evidenced secured by a promissory note and shall have been pledged pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture, the Pledge Agreement, Security Documents and the Intercreditor Agreements, as applicable; provided that the Collateral Agent shall have received all such promissory notesexclude certain items of property, together with undated instruments of transfer with respect thereto endorsed as provided in blankthe Security Documents (collectively, the “Excluded Collateral”). (ii) All Indebtedness of The Issuer and the Borrower and each of its Restricted Subsidiaries Subsidiary Guarantors hereby agree that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Notehold the Collateral in trust for the benefit of all of the Holders and the Trustee, together with undated instruments in each case pursuant to the terms of transfer with respect thereto endorsed in blankthe Security Documents and the Intercreditor Agreements, as applicable. (diii) Each Holder, by its acceptance of any Notes and the Guarantees thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, agrees that the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith. (iv) The Guarantee Trustee and each Holder, by accepting the Notes and the Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of the Security Documents in full force respect of the Trustee and effectthe Holders contemplated by this Indenture is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

Collateral. Except As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to CGMI a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any items referred property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without CGMI’s approval, upon such terms and conditions as may be prescribed by CGMI. The Client agrees to on Schedule 9.13(b): (a) All documents take any action reasonably requested by CGMI to maintain and instruments, including preserve CGMI’s first priority Lien and security interest in the Collateral. Client hereby authorizes CGMI to prepare and file Uniform Commercial Code financial statements without the signature of Client in respect of the Transaction Documents and Collateral. Except for withdrawals of interest pursuant to the following two sentences or other applicable personal property 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 financing statementsCGMI has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, reasonably requested by Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral Agent to be filedand remains as cash in the Account. From the date of the first Advance until the Loan Obligation has been repaid in full and CGMI has no further obligations under this Agreement, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of all interest paid on the Collateral shall be subject applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock portion of the Borrower Loan Obligation then due, and all Stock Client authorizes CGMI to make such applications without any further approval or consent of Client required; provided, that, upon request made to CGMI, Client shall be entitled to withdraw from the Account on or after the 15th day of each Restricted Subsidiary month (except to the extent that a Shortfall would result from such withdrawal) the amount of such interest paid on the Borrower directly or indirectly owned by Collateral prior to the Borrower or first day of such month exceeding (x) any Subsidiary Guarantor, in each case as accrued but unpaid interest on the Loan Obligation (including the amount of the Closing Date, shall have been pledged any interest added to principal pursuant to Section 3) plus (y) the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and amount of interest on the Collateral Agent shall have received all certificates, if any, representing such securities pledged under Loan Obligation payable for the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankpreceding month. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary owned by or on behalf of any items referred Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding equity interests of any Restricted Foreign Subsidiary) and all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Agent. (ab) All Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Agent. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been delivered to the Collateral Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of pending the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee Administrative Agent shall have received, in respect of each Mortgaged Property owned by the Borrower or a Guarantor (i) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 (and subject to the consummation of the Refinancing), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request and (ii) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Administrative Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in full force which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the applicable Borrower or Guarantor’s written acknowledgement of receipt of written notification from the Administrative Agent (i) as to the existence of each such Mortgaged Property, and effect(ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Borrower or Guarantor has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Flood Program. It is understood and agreed that the pledges described in clauses (a) through (d) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, but that prior to the Closing Date, such pledges (and the Liens created thereby) shall not be effective.

Collateral. Except for (a) All outstanding equity interests in whatever form of the US Borrower and each Restricted Subsidiary owned by or on behalf of any items referred Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that the Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding equity interests of any Restricted Foreign Subsidiary) and all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (ab) All outstanding equity interests in whatever form of the UK Borrower shall, except to the extent pledged pursuant to the Pledge Agreement, have been pledged pursuant to the UK Pledge Agreements and all certificates representing securities pledged under the UK Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (c) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the German Pledge Agreement shall have been pledged pursuant to the German Pledge Agreement and all certificates representing securities pledged under the German Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (d) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Canadian Pledge Agreements shall have been pledged pursuant to the Canadian Pledge Agreements and all certificates representing securities pledged under the Canadian Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (e) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the French Pledge Agreements shall have been pledged pursuant to the French Pledge Agreements and all certificates representing securities pledged under the French Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (f) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Taiwan Pledge Agreements shall have been pledged pursuant to the Taiwan Pledge Agreements and all duly endorsed certificates representing securities pledged under the Taiwan Pledge Agreements, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (g) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Italian Share Pledge Agreements shall have been pledged pursuant to the Italian Share Pledge Agreements and all certificates representing securities pledged under the Italian Share Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (h) All outstanding equity interests in whatever form owned by or on behalf of each pledgor under the Luxembourg Pledge Agreements shall have been pledged pursuant to the Luxembourg Pledge Agreements and all certificates representing securities pledged under the Luxembourg Pledge Agreements, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (i) All Indebtedness of Holdings, the US Borrower and each Subsidiary that is owing to any Credit Party party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, shall have been delivered to the Collateral Escrow Agent and shall be held in escrow pursuant to the terms of the Financing Escrow Agreement. (j) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement and to perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been delivered to the Collateral Administrative Agent for filing, registration or recording and none of pending the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2Closing Date. (bk) All Stock documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by each of the Borrower Foreign Security Documents and all Stock to perfect such Liens to the extent required by, and with the priority required by, each of the Foreign Security Documents shall have been delivered to the Administrative Agent for filing, registration or recording pending the Closing Date. (l) The Administrative Agent shall have received, in respect of each Restricted Subsidiary of the Borrower directly or indirectly Mortgaged Property owned by the US Borrower or a US Subsidiary Guarantor a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any Subsidiary Guarantorother Liens except as expressly permitted by Section 10.2 (and subject to the release on the Closing Date of the liens thereon in respect of the Existing Credit Agreement), together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request. It is understood and agreed that the pledges described in each case as clauses (a) through (i) inclusive of this Section 6.2 shall become effective immediately and automatically upon the occurrence of the Closing Date, shall have been pledged pursuant but that prior to the Pledge Agreement Closing Date, such pledges (except that such Credit Parties and the Liens created thereby) shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankeffective. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 5,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary of its Restricted Subsidiaries the Borrower on the Closing Date, that is owing to the Borrower or any Credit Party Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary owned by the Restricted Subsidiaries Borrower on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (c) All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement) reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or the United States Copyright Office. (d) The Guarantee Administrative Agent shall be in full force have received a completed Perfection Certificate, dated as of the Closing Date and effectsigned by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral 4.10.1. The Debentures shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned guaranteed by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. fiduciary assignment (i) Except with respect to intercompany Indebtedness, of all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Notereceivables, which shall be executed and delivered by the Borrower and each free from any lien or encumbrance after verification of the Restricted Subsidiaries and shall have been pledged condition precedent pursuant to the Pledge provisions of the Fiduciary Assignment Agreement, as defined below, resulting from transactions conducted by holders of credit and/or debit cards of the brands VISA or AMERICAN EXPRESS, as means of payment for the acquisition of goods in business establishments of the Company; and of (ii) escrow account held with bank No. 237, Banco Bradesco S.A., which shall be opened in accordance with the terms and conditions set forth in the “Fiduciary Assignment Agreement of Credit Rights (Receivables) Under Condition Precedent and Other Covenants”, to be executed between Issuer, as Assignor and the Collateral Agent Debentureholders represented by the Trustee, as assignees, (“Fiduciary Assignment” or “Guarantee” and “Fiduciary Assignment Agreement”, respectively). The Fiduciary Assignment Agreement shall have received such Intercompany Notecontemplate that the portion of the assigned credit rights that exceeds the minimum amount, together equivalent to fifty percent (50%) of the balance of the Unit Par Value of the Debentures plus the respective Conventional Interest and the Default Charges and Fine, as applicable, may be used and/or encumbered by Issuer in transactions with undated instruments the Debentureholders and/or with the respective operator of transfer the card(s), subject to the limits and procedures established in said Fiduciary Assignment Agreement and provided all obligations of this Issue are complied with respect thereto endorsed in blankand no event of early maturity has occurred pursuant to the provisions of this Debenture Deed and/or of the Fiduciary Assignment Agreement. 4.10.2. The Fiduciary Assignment Agreement shall be presented for registration, at the expenses of Issuer, in the competent Notary Publics, it being understood that proof of such registration shall occur within up to twenty-five (d25) The days as from the date of execution of this Deed or until the Subscription Date, whichever is earlier. 4.10.3. If Issuer fails to comply with the obligation set forth in Section 4.10.2 above, the Trustee is hereby irreversibly and irrevocably authorized and granted all powers to promote said registration, in the name of Issuer, as its attorney-in-fact, it being understood that Issuer shall reimburse all expenses, pursuant to the provisions of this Deed and of the Fiduciary Assignment Agreement. 4.10.4. In case it is necessary to replace the Guarantee, Issuer is authorized to replace it for other assets or rights owned by Issuer and/or third parties, as the case may be, and of the same or of a different nature than those offered as guarantee, provided this is previously approved by the Debentureholders in a Debentureholders Meeting (“Guarantee Replacement”). 4.10.5. For purposes of the provisions of article 70 of the Corporation Law, Trustee hereby agrees with the Guarantee Replacement, provided it is previously approved by the Debentureholders in a Debentureholders Meeting pursuant to the provisions of Section 4.10.4. 4.10.6. If the Guarantee Replacement is not made pursuant to the provisions and within the terms determined in this Deed and in the Guarantee, the early maturity of the Debentures shall be declared, pursuant to the provisions of Section 5.3 (xiv) below. 4.10.7. Upon execution of the Guarantee, subject to the requirements for formalization and creation of the guarantees set forth in these instruments, the Guarantee shall be irrevocably and irreversibly formalized in favor of the Debentureholders, represented by Trustee, to guarantee the due, timely and full force payment of the principal and effectancillary obligations of Issuer, pursuant to the provisions of this Deed.

Collateral. Except Each of the Loan Parties hereby reaffirms each of the provisions set forth in Section 5.26 of the Existing Credit Agreement. This Agreement and the Other Documents are effective to create (and, with respect to the Other Documents executed and delivered on the Original Closing Date, have created) in favor of the Agent for any items referred to on Schedule 9.13(b): the ratable benefit of the Lenders a legal, valid and enforceable security interest in the Collateral (as defined herein and therein), and (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required byUCC financing statements in appropriate form were filed in the appropriate filing offices prior to the date hereof, the Other Documents executed and delivered on the Original Closing Date constitute a fully perfected Lien (to the extent that such Lien may be perfected by the filing of a UCC financing statement) on, and with the priority required bysecurity interest in, such Security Document shall have been delivered to the Collateral Agent for filingall right, registration or recording title and none interest of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorgrantors thereunder in such Collateral, in each case as of the Closing Dateprior and superior in right to any other Person, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except other than with respect to intercompany Indebtednessthe Permitted Encumbrances and (b) when UCC financing statements in appropriate form are filed in the appropriate filing offices, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, this Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be Other Documents executed and delivered on the Restatement Effective Date shall constitute a fully perfected Lien (to the extent that such Lien may be perfected by the Borrower filing of a UCC financing statement) on, and each security interest in, all right, title and interest of the Restricted Subsidiaries grantors thereunder in such Collateral, in each case prior and shall have been pledged pursuant superior in right to any other Person, other than with respect to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankPermitted Encumbrances. (d) The Guarantee shall be in full force and effect.

Collateral. Except for as specified in Schedule 2.01(a) the Borrower's obligations hereunder, under the Notes and in respect of any items referred to on Schedule 9.13(b):Rate Hedging Obligations entered into with any Hedging Lenders shall be secured at all times by: (ai) All documents the unconditional guaranty of each of the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, the Letter-of-Credit Subsidiary and instrumentsSouth Plains DBS (so long as South Plains DBS is not a Material Subsidiary)) and the Parent (provided that the Parent's guaranty shall be non-recourse, including Uniform Commercial Code or other applicable except to the extent of the Collateral required to be provided by the Parent under subparagraph (v) below); (ii) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none fixtures of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock each of the Borrower and the Subsidiaries (including the Finance Subsidiaries but excluding the Special Purpose Subsidiary, each Letter-of-Credit Subsidiary and South Plains DBS (so long as South Plains DBS is not a Material Subsidiary)), including without limitation any intercompany notes, obligations or agreements, subject only to (A) any prior Permitted Liens and (B) the exclusion of any FCC License, except to the extent (if any) that such a security interest is permitted or not prohibited by the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC (but including, to the maximum extent permitted by law, all Stock of rights incident or appurtenant to any such FCC License including without limitation the right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all presently owned and hereafter acquired real estate owned by each Restricted Subsidiary of the Borrower directly and the Subsidiaries, subject only to any prior Permitted Liens, together with mortgagee's title insurance policies acceptable to the Lenders; (iv) first priority perfected collateral assignments of or indirectly owned leasehold mortgages on all real estate leases in which any of the Borrower and the Subsidiaries now has or may in the future have an interest, subject only to any prior Permitted Liens, and such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Agent shall reasonably require, together with mortgagee's title insurance policies acceptable to the Agent; (v) a first priority perfected collateral assignment and/or pledge of all of the issued and outstanding ownership interests of each of the Borrower and the Subsidiaries and all warrants, options and other rights to purchase such ownership interests; (vi) without limiting the generality of Section 2.01(a)(i), first priority perfected collateral assignments of all NRTC Member Agreements and any other satellite broadcasting distribution agreements as the Agent shall reasonably deem necessary to protect the interests of the Lenders, together with such third party consents, lien waivers and estoppel certificates as the Agent shall reasonably require; (vii) a first priority perfected security interest in the Borrower Collateral Account (as defined in the Parent Term Loan Documents as in effect on the Third Amendment Effective Date), which account shall contain all dividends, distributions, and interest and principal payments paid by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required Parent at any time after the Agent has notified the Parent of its election to pledge any Excluded Stockexercise the Agent's rights under Section 3(b) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and which security interest shall rank prior to the second-priority security interest in such Borrower Collateral Agent shall have received all such promissory notes, together with undated instruments Account in favor of transfer with respect thereto endorsed in blank.the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt; and (iiviii) All Indebtedness a second priority perfected security interest in all other assets of the Borrower and each of its Restricted Subsidiaries Parent (other than those assets in which the Agent is required under this Agreement to have a first priority perfected security interest) that is owing are subject from time to time to any Credit Party security interest in favor of the agent and lenders under the Parent Term Loan Documents and any Replacement Parent Term Debt, which security interest (I) shall be evidenced by junior to no liens other than the Intercompany Note, which shall be executed and delivered by the Borrower and each lien in favor of the Restricted Subsidiaries agent and lenders under the Permitted Parent Term Debt and (II) shall, upon the release or termination of the lien in favor of such agent and lenders, be terminated and released, except that if the foregoing provision would otherwise cause the release of such security interest to occur during the continuance of a Default, such security interest in favor of the Agent for the benefit of the Lenders shall not terminate or be released and shall have been pledged pursuant to the Pledge Agreement, remain continuously perfected and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankbecome a first priority perfected security interest. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 993,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Collateral provided on the Closing Date shall satisfy the Collateral Coverage Minimum. (e) The Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. (f) The Guarantee shall be in full force and effect. (g) The Administrative Agent shall have received the results of a recent UCC lien search with respect to each Credit Party, which searches shall reveal no Liens on any of the assets of the Credit Parties, other than those being assigned or released on or prior to the Closing Date or Liens permitted by Section 10.2.

Collateral. Except for any items referred to on Schedule 9.13(b):9.20: (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.29.10. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Loan Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Loan Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent (or its agent, designee or bailee in accordance with the First Lien/Second Lien Intercreditor Agreement) shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The Company will cause the Collateral Agent to constitute at all times 100% of the total number of shares of each class of Capital Stock of each Issuer then outstanding and 100% of all Intercompany Notes issued to the Company at any time whatsoever (provided, that, in addition to the pledge of non-Voting Stock of an Issuer, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America, or on any Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2pledged hereunder). (b) All Stock So long as no Event of Default shall have occurred and be continuing, the Borrower Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all Stock purposes not inconsistent with the terms of each Restricted Subsidiary of this Agreement, the Borrower directly or indirectly owned by Credit Agreement, the Borrower Notes, the C$ Notes or any Subsidiary Guarantorother instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Collateral in each case as any manner that is inconsistent with the terms of this Agreement, the Closing DateCredit Agreement, the Notes, the C$ Notes or any such other instrument or agreement; and the Administrative Agent shall have been pledged pursuant execute and deliver to the Pledge Agreement (except that such Credit Parties shall not be required Company or cause to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by to the Borrower Company all such proxies, powers of attorney, dividend and each other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 5.4(b). (c) The Company shall be entitled to receive and retain any dividends on the Collateral paid in cash out of earned surplus unless and until an Event of Default has occurred and is continuing. The Company shall be entitled to receive any dividends on the Collateral paid in cash to the extent necessary to fund Restricted Subsidiaries and shall have been pledged Payments permitted pursuant to the Pledge Agreementpenultimate paragraph of Section 9.15 of the Credit Agreement (“Permitted Distributions”), whether or not an Event of Default has occurred and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankis continuing. (d) The Guarantee If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent, the Canadian Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes, the C$ Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Collateral (other than Permitted Distributions) shall be paid directly to the Administrative Agent and retained by it in full force the Collateral Account as part of the Collateral subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees to execute and effectdeliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Company.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent collateral agent under the Term Loan Credit Documents shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (ib) Except with respect to intercompany IndebtednessAll Indebtedness of Holdings, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Borrower or any Subsidiary Guarantor shall Pledge Agreement as of the Closing Date shall, to the extent exceeding $2,500,000 (individually), be evidenced by a one or more global promissory note notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iic) All Indebtedness of the Borrower documents and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced instruments, including Uniform Commercial Code or other applicable personal property security financing statements, required by law or reasonably requested by the Intercompany NoteCollateral Agent to be filed, which shall registered or recorded to create the Liens intended to be executed and delivered created by the Borrower Security Documents and each of perfect such Liens to the Restricted Subsidiaries extent required by, and with the priority required by, the Security Documents shall have been pledged pursuant filed, registered or recorded or delivered to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Notefor filing, together with undated instruments of transfer with respect thereto endorsed in blankregistration or recording. (d) The Guarantee Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any Collateral (other than Collateral consisting of the Capital Stock of the Borrower and the Capital Stock of any Domestic Subsidiary required to be pledged pursuant to Section 6.2(a)), the security interest in full force which may not be perfected by the filing of a UCC financing statement, if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense and effectwithout the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Event to occur on the Closing Date. To the extent that any such security interest is not so perfected on or prior to the Closing Date, then Holdings and the Borrower agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, on or prior to the date that is 60 days after the Closing Date or such longer period of time as may be agreed to by the Collateral Agent in its sole discretion.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instrumentsExcept as set forth on Schedule 3.22 of the Purchase Agreement, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create Debtors are the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none sole owner of the Collateral shall be subject (except for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any Liens (other than Permitted Liens), security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interest. There has been no adverse decision that would have a Material Adverse Effect on any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other pledges, security interests or mortgages, except for Liens permitted under Section 10.2governmental authority in which an adverse decision would have a Material Adverse Effect. (b) All Stock The Debtors shall keep and preserve their equipment, inventory and other tangible Collateral in good condition, repair and order, ordinary wear and tear excepted. Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankCollateral. (ic) Except with respect to intercompany Indebtednessthe contemplated relocations described on Schedule 4.4(c), each Debtor shall at all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individuallytimes maintain its tangible Collateral at the locations set forth under its name on Schedule 4.3(a) that is owing and may not relocate such Collateral unless it delivers to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant Secured Parties at least 30 days prior to the Pledge Agreement, such relocation (i) written notice of such relocation and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. new location thereof (which must be within the United States) and (ii) All Indebtedness evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Borrower Secured Parties a valid, perfected and each continuing perfected first priority lien in the Collateral. The Debtors shall not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business and sales of inventory or assets by such Debtor in its ordinary course of business that do not exceed $50,000 per annum) without the prior written consent of a Majority in Interest. The Debtors shall have been pledged pursuant not operate or locate any such Collateral (or cause to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed be operated or located) in blankany area excluded from insurance coverage. (d) The Guarantee Except with respect to the Permitted Liens, there is not on file in any U.S. or foreign governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral. So long as this Agreement shall be in full force effect, the Debtors shall not execute and effectshall not knowingly permit to be on file in any such office or agency any such financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement). (e) The capital stock and other equity interests listed on Schedule 1 represent all of the capital stock and other equity interests (including stock options and warrants) owned, directly or indirectly, by the Debtors. All of the Pledged Securities are validly issued, fully paid and nonassessable, and the Debtors are the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement. The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Pledged Securities (the “Pledged Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held in a securities account or by any financial intermediary. Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and the other Transaction Documents. (f) Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent, on behalf of the Secured Parties, promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a Material Adverse Effect on the value of the Collateral or on the Secured Parties’ security interest therein. Each Debtor shall permit the Secured Parties and their representatives and agents to inspect the Collateral at any time during normal business hours, upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be requested by a Secured Party from time to time. (g) All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of the Debtors with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

Collateral. Except for any items referred (i) The Collateral Agent (or its bailee) shall have received the certificates representing securities of the Borrower Representative and of each Credit Party’s Wholly-Owned Restricted Subsidiaries to on Schedule 9.13(b):the extent required to be delivered and pledged under the Security Documents (to the extent certificated, accompanied by undated stock (or equivalent) powers endorsed in blank); and (aii) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by statements in the Collateral Agent jurisdiction of organization of each Credit Party to be filed, registered or recorded to create perfect the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none recording; provided, that each of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. requirements set forth in clauses (a)(v) and (b) All Stock of (other than to the Borrower and all Stock of each Restricted Subsidiary of extent that a Lien on the Borrower directly or indirectly owned applicable Collateral may be perfected (x) by the Borrower filing of a financing statement under the Uniform Commercial Code or any Subsidiary Guarantor, in each case as (y) by the delivery of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing the Equity Interests of the Borrowers and each Domestic Subsidiary that is a Material Subsidiary and a Wholly-Owned Restricted Subsidiary of any Credit Party to the extent possession of such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in certificates perfects a principal amount in excess of $10,000,000 (individuallysecurity interest therein) that is owing not satisfied on or prior to the Borrower Closing Date after the Borrowers’ use of commercially reasonable efforts to satisfy such requirement on or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant prior to the Pledge AgreementClosing Date or that cannot be satisfied on or prior to the Closing Date without undue burden or expense, and shall not constitute a condition precedent to the Collateral Agent shall have received all initial Borrowing on the Closing Date if the Borrowers agree to satisfy such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. requirement within 90 days after the Closing Date (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing subject to any Credit Party shall be evidenced extensions approved by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral First Lien Administrative Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankits reasonable discretion). (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all outstanding Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded StockStock and Stock Equivalents) and the Collateral Agent Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (ib) Except with respect to intercompany Indebtedness, all evidences All Indebtedness of Indebtedness for borrowed money in a principal amount in excess the Borrower and each Subsidiary of $10,000,000 (individually) the Borrower that is owing to the Borrower or any a Subsidiary Guarantor shall shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by a one or more global promissory note notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent Representative shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iic) All Indebtedness documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Borrower Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced perfect such Liens to the extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Intercompany Note, which shall be executed and delivered by Collateral Agent (acting at the Borrower and each direction of the Restricted Subsidiaries and Administrative Agent), shall have been pledged pursuant delivered to the Pledge AgreementCollateral Representative in proper form for filing, registration or recording and none of the Collateral Agent shall have received such Intercompany Notebe subject to any other pledges, together with undated instruments of transfer with respect thereto endorsed in blanksecurity interests or mortgages, except for Xxxxx permitted hereunder. (d) The Guarantee Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days after the Closing Date or such longer period of time as may be agreed to by the Administrative Agent in full force and effectits reasonable discretion.

Collateral. (i) The Interim Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to the Required Lenders and shall not have been vacated, reversed, modified, amended or stayed. (ii) Except for any items referred to on Schedule 9.13(b):5.12, all outstanding Equity Interests, regardless of the form of the Equity Interests (other than Excluded Securities), in the Borrower and each Guarantor required to be pledged pursuant to the Security Documents shall have been pledged pursuant thereto, and the Collateral Agent shall have received the certificates representing the Equity Interests in and of the Borrower and each Guarantor to the extent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, accompanied by instruments of transfer and undated stock powers or allonges endorsed in blank. (aiii) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date. (iv) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent statements required to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, by such Security Document shall have been delivered to the Collateral Administrative Agent (with a copy to the Specified Lender Advisors), and shall be in proper form, for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2recording. (bv) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant Except to the Pledge Agreement (except that such Credit Parties shall not be required extent referred to pledge any Excluded Stock) and on Schedule 5.12, the Collateral Agent shall have received customary evidence that all certificatesinsurance required to be maintained pursuant to Section 5.02 has been obtained as in effect, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments together with certificates of transfer and/or undated powers endorsed in blankinsurance and endorsements required pursuant to Section 5.02. (ivi) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing Provisions reasonably satisfactory to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note Administrative Agent and the Required Consenting First Lien Lenders (as defined in the RSA) for the payment of all fees and taxes for filings described in this Section 4.02(b) shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankduly made. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested The Secured Obligations will be secured by the Collateral Agent a perfected first priority Lien (subject to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none Permitted Liens) on all of the Collateral shall (other than the OpCo Collateral) under the Security Documents as they may be subject amended or supplemented from time to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2time as provided in this Agreement and the Security Documents. (b) All Stock of The Secured Obligations also will be secured by a perfected, first priority Lien (subject to Permitted Liens) which Lien shall secure the Borrower Sponsor Secured Obligations, on an equal and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorratable basis, in each case accordance with the Intercreditor Agreement on all OpCo Collateral under the OpCo Security Documents as of the Closing Date, shall have been pledged pursuant they may be amended or supplemented from time to the Pledge time as provided in this Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankOpCo Security Documents. (ic) Except with respect to intercompany IndebtednessThe Secured Obligations shall be secured by the Collateral and, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing subject to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Intercreditor Agreement, and the OpCo Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankon a pari passu basis. (d) The Guarantee For the avoidance of doubt, no Indebtedness (other than with respect to the Loan Documents) of any OpCo Entity, any Unrestricted Subsidiary, any JV Holdco or any Secured Joint Venture owing to any Lender, any Affiliate of a Lender, any non-Lender, or any non- Lender Affiliate party to a Derivative Contract with any OpCo Entity, any Unrestricted Subsidiary, any JV Holdco or any Secured Joint Venture shall be secured by the Collateral or OpCo Collateral. No Lender or Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Lender Hedging Agreement, except as expressly provided herein. (e) Administrative Agent and each Lender hereby agrees that each Security Document pursuant to which Borrower or any other Loan Party grants a Lien on any OpCo LP Interests held by Borrower or such other Loan Party shall provide that, prior to exercising any remedy involving the foreclosure on, or a sale in full force lieu of foreclosure of, any such OpCo LP Interests, Administrative Agent shall provide the Sponsor a right of first offer to purchase all, but not less than all, of the OpCo LP Interests held by Borrower and effectthe other Loan Parties.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instrumentsThere are no outstanding rights, including Uniform Commercial Code options, warrants or other applicable personal property and financing statementsagreements for the purchase, reasonably requested by the Collateral Agent to be filed, registered sale or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none issuance of the Collateral shall created by, through, or as a result of any Credit Party’s actions or inactions; (b) there are no agreements on the part of any Credit Party to issue, sell or distribute the Collateral, other than this Agreement and the Credit Documents; and (c) no Credit Party has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Collateral, except, in the case of (a) and (b), for purchase rights that may be subject to contained in any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2applicable intercreditor agreement included in the Mortgage Asset File. (b) All Stock As of the date hereof, no Borrower and all Stock of each Restricted Subsidiary of the Borrower directly has assigned, pledged, or indirectly owned by the Borrower otherwise conveyed or encumbered any Mortgage Asset (or any Subsidiary Guarantorinterest therein) to any other Person, and immediately prior to the pledge of such Mortgage Asset to the Lenders, Borrower was the sole owner of such Mortgage Asset and had good and marketable title thereto, free and clear of all Liens, in each case as of except for Liens to be released simultaneously with the Closing Date, shall have been pledged pursuant pledge to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankLenders hereunder. (ic) Except with respect to intercompany Indebtedness, all evidences The provisions of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, Security Agreement and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed related Confirmation are effective to create in blank. (ii) All Indebtedness favor of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by Administrative Agent for the Intercompany Note, which shall be executed and delivered by the Borrower and each ratable benefit of the Restricted Subsidiaries Lenders a legal, valid and shall have been pledged pursuant enforceable security interest in all right, title and interest of Borrowers in, to and under the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) The Guarantee Upon receipt by the Custodian of each Mezzanine Note or Junior Interest Note, endorsed in blank by a duly authorized officer of Borrower, the Administrative Agent shall have for the ratable benefit of the Lenders a valid and fully perfected first priority security interest in all right, title and interest of the Borrowers in the Collateral described therein. (e) Each of the representations and warranties made in respect of the Mortgage Assets pursuant to Schedule 1(c), as applicable, are true, complete and correct. (f) Upon the filing of financing statements on Form UCC-1 naming the Administrative Agent, as agent for the Lenders, as “Secured Party”, each Borrower as “Debtor” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 3.18 attached hereto, the security interests granted under the Security Agreement in that portion of the Collateral which can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in full force all right, title and effectinterest of Borrower in, to and under such Collateral. (g) Upon execution and delivery of the Account Control Agreement, the Administrative Agent shall have, for the ratable benefit of the Lenders, a valid and fully perfected first priority security interest in, the “investment property” and all “deposit accounts” (each as defined in the Uniform Commercial Code) comprising Collateral.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents The Borrowers will keep and instrumentsmaintain at their own cost and expense satisfactory and complete records of the Collateral, including Uniform Commercial Code or other applicable personal property including, without limitation, a record of all payments received and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and all credits granted with the priority required by, such Security Document shall have been delivered respect to the Collateral Agent for filing, registration or recording and none of all other dealings with the Collateral. The Borrowers will xxxx their books and records pertaining to the Collateral to evidence the security interest therein granted hereby as the Bank may reasonably request. For the Bank's further security, the Borrowers agree that the Bank shall have a security interest in and a Lien upon all of a Borrowers' books and records (including all computer programs, software, discs, drives, printouts and similar items) pertaining to the Collateral, and if any Event of Default shall have occurred and be subject continuing, each Borrower shall promptly deliver and turn over any such books and records to the Bank or its representatives at any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2time upon demand. (b) All Stock Except as otherwise expressly permitted herein, the Borrowers will not sell, transfer, lease or otherwise dispose of any or all of the Borrower and all Stock of each Restricted Subsidiary Collateral, or attempt, offer or contract to do so, without the express prior written consent of the Borrower directly Bank, except for sales or indirectly owned by other dispositions of Inventory in the Borrower or any Subsidiary Guarantor, in each case as ordinary course of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankbusiness. (ic) Except The Borrowers will perform and comply in all material respects with respect all obligations under all Contracts and all other material agreements to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in which it is a principal amount in excess of $10,000,000 (individually) that party or by which it is owing bound relating to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) Except in the ordinary course of a Borrower's business consistent with its past business practice, neither Borrower will grant any extension of the time of payment of any of the Accounts Receivable, or compromise, compound or settle the same for less than the full amount thereof, or release, wholly or partly, any person liable for the payment thereof. (e) The Guarantee Borrowers will furnish to the Bank, from time to time, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Bank may reasonably request, all in reasonable detail. (f) The Borrowers will immediately advise the Bank, in complete detail: (i) of any Lien asserted or claim made against any of the Collateral; (ii) of any material change in the composition of the Collateral; and (iii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Collateral or on the security interest created hereunder. (g) Neither Borrower will change its name, identity or corporate structure in any manner which might make any financing or continuation statement filed hereunder misleading, nor will either Borrower change its principal place of business, record-keeping location or remove any of their books and records or the Inventory to any location other than the Premises (except as otherwise permitted in Subsection 5.15(b) hereof) unless, in each case with respect to the Inventory, the Borrowers shall have given the Bank at least thirty (30) days' prior written notice thereof or shall have delivered to the Bank acknowledgment copies of financing statements recording such change, duly executed and duly filed in each jurisdiction in which financing statements on form UCC-1 are required to be filed in full force order to perfect the security interest granted by a Borrower in favor of the Bank as set forth in this Agreement in the Collateral, and effectshall have taken all action necessary or reasonably requested by the Bank to amend such financing statement or continuation statement so that it is not misleading.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 5,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iii) All Indebtedness of Holdings, the Borrower and each Restricted Subsidiary of its Restricted Subsidiaries the Borrower on the Closing Date, that is owing to the Borrower or any Credit Party Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary owned by the Restricted Subsidiaries Borrower on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (db) All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement) reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC, with the United States Patent and Trademark Office or the United States Copyright Office. (c) The Guarantee Administrative Agent shall be in full force have received a completed Perfection Certificate, dated as of the Closing Date and effectsigned by an Authorized Officer of Holdings and the Borrower, together with all attachments contemplated thereby.

Collateral. Except for any items referred to on Schedule 9.13(b): Borrower acknowledges and agrees that the Obligations shall at all times be secured by (a) All documents a valid, perfected and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the enforceable Lien on Cash Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. Borrower in an amount not less than Fifteen Million Dollars ($15,000,000) and (b) All Stock a valid, perfected and enforceable Lien on all other assets and properties of the Borrower and Guarantors described in the Security Agreement which shall at all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned times have a collateral loan value (as determined by the Bank in accordance with its customary standards for commercial loans and after deducting outstanding obligations secured by a first priority lien in favor of GECC therein) of not less than Five Million Dollars ($5,000,000). The Borrower further acknowledges and agrees that such Lien on Cash Collateral shall be a valid and perfected first priority Lien and shall in the case of all other Collateral be a valid and perfected Lien (subject to the Allowed Liens as defined in the Security Agreement) as set forth in the Intercreditor Agreement. The Bank agrees, so long as no Event of Default, or any Subsidiary Guarantorevent which with the lapse of time, in each case as the giving of the Closing Datenotice or both, would constitute an Event of Default, shall have been pledged pursuant occurred and be continuing, upon request to do so by the Borrower, the Bank shall release its Lien on, and disburse to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and Borrower all sums on deposit in the Cash Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount Account in excess of $10,000,000 (individually) that is owing to the Borrower 15,000,000 or any Subsidiary Guarantor shall be evidenced by a promissory note and such greater amount as shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered deposited by the Borrower and each of the Restricted Subsidiaries and shall have been pledged therein pursuant to Section 9.1(n) hereof. The Bank further agrees that in the Pledge Agreement, event Borrower either reduces the Revolving Loan Commitment or increases and maintains the amount of Eligible Cash Collateral Agent to an amount equal to the existing Revolving Loan Commitment (as set out in Section 9.1(n) hereof) then the Bank shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankterminate its Lien on all Collateral other than the Cash Collateral Account and all monies on deposit therein. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b):Each Obligor shall: (a) All documents at all reasonable times allow the holders of the Notes by or through any of such holders’ officers, agents, employees, attorneys or accountants to (i) examine, inspect and instrumentsmake extracts from such Obligor’s books and other records, including Uniform Commercial Code including, without limitation, the tax returns of such Obligor, (ii) arrange for verification of such Obligor’s Accounts, under reasonable procedures, directly with Account Debtors or by other applicable personal property methods, and financing statements(iii) examine and inspect such Obligor’s Inventory and Equipment, reasonably requested wherever located; (b) promptly furnish to any holder of a Note upon request (i) additional statements and information with respect to the Collateral, and all writings and information relating to or evidencing any of such Obligor’s Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present Account Debtors), and (ii) any other writings and information as any holder of a Note may request; (c) promptly notify the holders of the Notes in writing upon the creation of any Accounts with respect to which the Account Debtor is the United States of America or any other Governmental Authority, or any business that is located in a foreign country; (d) promptly notify the holders of the Notes in writing upon the creation by any Obligor of a Deposit Account not listed on Schedule 5.25 hereto and provide for the execution of a Control Agreement with respect thereto, if required by Required Holders; (e) promptly notify the holders of the Notes in writing whenever a material amount of the Equipment or Inventory of an Obligor is located at a location of a third party that is not listed on Schedule 5.22 hereto and cause to be executed any bailee’s waiver, processor’s waiver, consignee’s waiver or similar document or notice that may be required by the Required Holders; (f) promptly notify the holders of the Notes in writing of any information that Obligors have or may receive with respect to the Collateral that might reasonably be determined to materially and adversely affect the value thereof or the rights of the holders of the Notes with respect thereto; (g) maintain such Obligor’s Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that the value and operating efficiency thereof shall at all times be maintained and preserved; (h) deliver to Collateral Agent, to hold as security for the Obligations, within ten Business Days after the written request of the Required Holders, all certificated Investment Property owned by an Obligor, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Required Holders and the Collateral Agent, or in the event such Investment Property is in the possession of a securities intermediary or credited to a securities account, execute with the related securities intermediary an investment property control agreement over such securities account in favor of Collateral Agent to be filedin form and substance satisfactory the Required Holders and the Collateral Agent; (i) no later than the first day of each calendar quarter, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered provide to the Collateral Agent for filingand, registration or recording and none upon their request, the holders of the Notes a list of any patents, trademarks or copyrights that have been federally registered by the Company or a Domestic Subsidiary since the last list so delivered, and provide for the execution of an appropriate Intellectual Property Security Agreement; (j) promptly notify the holders of the Notes and the Collateral shall be subject Agent of any commercial tort claim acquired by any Obligor and deliver a description of the nature of such claim; and (k) upon request of the Required Holders, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as the Required Holders may from time to time deem necessary or appropriate, including, without limitation, chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the holders of the Notes their respective rights hereunder and in or to the Collateral. If certificates of title or applications for title are issued or outstanding with respect to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower Inventory or Equipment of any Obligor, such Obligor shall, upon request of the Required Holders, (i) execute and deliver to the holders of the Notes a short form security agreement, in form and substance satisfactory to the Required Holders, and (ii) deliver such certificate or application to Collateral Agent and cause the interest of Collateral Agent, for the benefit of the Bank Lenders and the holders of the Notes, to be properly noted thereon. Each Obligor hereby authorizes the holders of the Notes or their respective designated agent (but without obligation by the holders of the Notes to do so) to incur Related Expenses (whether prior to, upon, or subsequent to any Default or Event of Default), and Obligors shall promptly repay, reimburse, and indemnify the holders of the Notes for any and all Stock of each Restricted Subsidiary Related Expenses. If any Obligor fails to keep and maintain its Equipment in good operating condition, ordinary wear and tear excepted, the holders of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement Notes may (except that such Credit Parties but shall not be required to pledge to) so maintain or repair all or any Excluded Stock) part of such Obligor’s Equipment and the Collateral Agent cost thereof shall have received all certificates, if any, representing such securities pledged under be a Related Expense. All Related Expenses incurred by the Pledge Agreement, accompanied by instruments holders of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing the Notes are payable to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness holders of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankNotes upon demand therefore. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents The Intercreditor and instruments, including Uniform Commercial Code or other applicable personal property Security Agreement creates a valid and financing statements, reasonably requested by continuing security interest in the Collateral Agent (as defined in the applicable UCC) now existing and described therein, securing the payment of the Obligations. All action necessary to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, security interest has been taken and with the such security interest has priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to over any other pledges, security interests or mortgagesLien on such Collateral, except for Liens permitted under Section 10.2Permitted Liens. (b) All Stock of [RESERVED] (c) The Lessor Mortgage creates a valid Lien on the Borrower Company's interest in the "Land" (as defined therein) and all Stock of each Restricted Subsidiary of rent and other amounts payable under the Borrower directly or indirectly owned by Lease and the Borrower or any Subsidiary GuarantorAgreement for Lease, in each case as securing the payment of the Closing DateObligations, shall the filing of all appropriate Lessor Financing Statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreementcompleted, and the Collateral Agent shall have received all such promissory notesLien has priority over any other Lien on such Collateral, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankexcept for Permitted Liens. (d) Other than the security interest granted to the Collateral Agent pursuant to the Existing Credit Agreement, this Agreement and the Security Documents, the Company has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Guarantee shall be in full force Company has not authorized the filing of and effectis not aware of any financing statements against the Company that include a description of the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated. (e) The Collateral Assignment of the Lessee Mortgage creates a valid Lien on the Lessee Mortgage described therein securing the payment of the Obligations, all action necessary to perfect such Lien has been taken and such Lien will have priority over any other Lien on such Lessee Mortgage, except for Permitted Liens.

Collateral. Except for Borrower shall not take any items referred action (nor permit or consent to on Schedule 9.13(b): the taking of any action) which might reasonably be anticipated to impair the value of the Collateral or any of the rights of Agent or Lenders in the Collateral. Borrower shall not (i) modify or amend any of the Pledged Documents without Agent's prior written consent except that Borrower 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) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document no Financed Notes Receivable shall have been delivered to the Collateral Agent for filing, registration or recording and none 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 Collateral 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 any other pledges, security interests or mortgages, except for Liens permitted the further requirement that the Purchasers under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been such modified Notes Receivable to be pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. made two (i2) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 timely and consecutive monthly payments; (individuallyf) that is owing to the Borrower or any Subsidiary Guarantor no additional modified Notes Receivable shall be evidenced by pledged to Agent after the expiration of the Revolving Period except in replacement of a promissory note 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 have been pledged pursuant to be no limit on assumptions of Notes Receivable provided the Pledge Agreementpurchaser has made a 10% down payment, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. or (ii) All Indebtedness grant extensions of time for the Borrower and each 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 its Restricted Subsidiaries that is owing cash to be paid upon, any Credit Party shall be evidenced by Collateral or any instrument or document representing the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred A. To secure full and complete payment and performance of the Obligations, Borrower shall execute and deliver or cause to on Schedule 9.13(b):be executed and delivered all of the Security Documents required by Lender covering the Collateral. B. With respect to all Pledged Notes, Borrower shall deliver to Lender or Custodian in accordance with the Tri-Party Agreement the following, each in form and substance acceptable to Lender in its reasonable discretion: (ai) All documents The original Mortgage Note, properly payable or endorsed to Borrower and instrumentsendorsed by Borrower in blank in an Allonge, including Uniform Commercial Code with appropriate completions (or other applicable personal property and financing statementsif the original Mortgage Note has been lost or destroyed, reasonably requested by a copy of such Mortgage Note together with a Lost Note Affidavit substantially in the Collateral Agent form of Exhibit G hereto or another form acceptable to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens Lender); (ii) to the extent required byin the possession of Borrower, and with (A) the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration original recorded Mortgage or recording and none a copy of the Collateral shall be subject to any other pledgesrecorded Mortgage, security interests certified as true and correct, with evidence of recording thereon; and (B) the original or mortgagesa copy, except for Liens permitted under Section 10.2. (b) All Stock certified as true and correct, of the Borrower and all Stock recorded power of each Restricted Subsidiary attorney, if the Mortgage was executed pursuant to a power of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorattorney with evidence of recording thereon, if recordation is required, in each case as delivered within sixty (60) days after acquisition by Borrower of the Closing Date, shall have been pledged pursuant related Mortgage Loan; (iii) to the Pledge Agreement extent in the possession of Borrower, originals, or copies, certified as true and correct, of any intervening assignments of lien with evidence of recording thereon; (except iv) an original Assignment of Lien executed by Borrower “in blank” or to Lender, notarized and acceptable for recording but not recorded; provided that such Credit Parties shall the Assignment of Lien is not be required to pledge any Excluded Stockinclude: (A) identifying recordation information which matches the recording information that appears on the Mortgage or (B) the legal description of the property subject to such Mortgage; (v) to the extent in the possession of Borrower, the original or a copy, certified as true and correct, of the Collateral Agent shall have received mortgagee title insurance policy or attorney’s opinion of title and abstract of title, together with all certificates, endorsements or riders that were issued with or subsequent to the issuance of such policy (if any), representing such securities pledged under insuring the Pledge Agreement, accompanied by instruments priority of transfer and/or undated powers endorsed the Mortgage as a first lien on the Mortgaged Property represented therein as a fee interest vested in blank.the mortgagor; and (ivi) Except any and all other files, documents, instruments, certificates or other records that are in the possession of Borrower and would be reasonably required to enforce a mortgagee’s remedies with respect to intercompany Indebtednessa default under the related Mortgage Loan. Notwithstanding any term or provision in any Assignment of Lien, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower this Agreement or any Subsidiary Guarantor other Loan Document, Lender and Borrower hereby covenant and agree that, (x) each such Assignment of Lien shall, with respect to each Mortgage Note described or specified therein and the Mortgage Loan evidenced thereby, constitute a collateral assignment of and grant of a security interest in, to and under such Mortgage Note and such Mortgage Loan and shall not constitute an assignment, transfer or conveyance of ownership or title by Borrower to Lender in and to such Mortgage Note and such Mortgage Loan; and (y) each Mortgage described or specified in each such Assignment of Lien (and the liens evidenced thereby) and each Mortgage Note described or referenced in such Assignment of Lien (and the Mortgage Loan evidenced thereby) are and shall constitute Collateral and the transactions contemplated by such Assignment of Lien shall constitute transactions that create security interests in personal property by contract and shall be evidenced subject in all respects to Article 9 of the Uniform Commercial Code in any relevant jurisdiction (the “Applicable UCC”) and such transactions and the exercise of rights and remedies by a promissory note Lender under or in respect of any such Assignment of Lien shall be subject in all respects to (1) the Applicable UCC and other applicable law and (2) the terms and provisions of the Security Agreement. C. Borrower shall have been pledged pursuant execute and cause to the Pledge Agreementbe executed such further documents and instruments as Lender, in its reasonable discretion, deems necessary to create, evidence, preserve, and perfect its liens and security interests in the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b):9.14: (a) All documents outstanding equity interests in whatever form of the Borrower and instrumentseach Restricted Subsidiary that is directly owned by or on behalf of any Credit Party and required to be pledged pursuant to the Security Documents shall have been pledged pursuant thereto; (b) The Collateral Agent shall have received the certificates representing securities of the Borrower and of each Credit Party’s Wholly Owned Restricted Subsidiaries to the extent required to be delivered under the Security Documents and pledged under the Security Documents to the extent certificated, including accompanied by instruments of transfer and undated stock powers endorsed in blank; and (c) All Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby and certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be in full force and effectcovered by the Security Documents (other than Permitted Liens).

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All Except with respect to the Call Transaction, all outstanding equity interests in whatever form of each Subsidiary of the Borrower owned by or on behalf of any Person intended to become a Credit Party as of the Subsequent Transaction Closing Date shall have been pledged pursuant to the Pledge Agreement (except that the Credit Parties shall not be required to pledge more than 65% of the outstanding voting equity interests of any first tier Foreign Subsidiary) and the Collateral Trustee shall have received all certificates representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (b) Except with respect to the Call Transaction, all Indebtedness of the Borrower and each Subsidiary that is owing to any Credit Party that is a party to the Pledge Agreement as of the Subsequent Transaction Closing Date shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Trustee shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) Except with respect to the Call Transaction, all documents and instruments, including Uniform Commercial Code or other applicable personal property and security financing statements, required by law or reasonably requested by the Administrative Agent or the Collateral Agent Trustee to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Documents and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral Agent Trustee for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2recording. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (id) Except with respect to intercompany Indebtednessthe Call Transaction, all evidences the Collateral Trustee shall have received, in respect of Indebtedness for borrowed money in each Mortgaged Property listed on Schedule 7.3(d) under the caption “Subsequent Transaction Closing Date”: (i) a principal amount in excess policy or policies of $10,000,000 title insurance using the forms required by the Texas Department of Insurance and issued by a nationally recognized title insurance company insuring the Lien of each Deed of Trust listed on Schedule 7.3(d) under the caption “Subsequent Transaction Closing Date” as a valid Lien (individuallywith the priority described therein) that is owing on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 12.2, together with such endorsements and reinsurance as the Administrative Agent or the Collateral Trustee may reasonably request; and (ii) a survey (A) prepared by a surveyor acceptable to the Borrower or any Subsidiary Guarantor Administrative Agent, (B) dated not earlier than three months prior to the Subsequent Transaction Closing Date, (C) certified to the Administrative Agent, the Collateral Trustee and the title insurance company issuing the title insurance policy for such Mortgaged Property pursuant to clause (i), which certification shall be evidenced by a promissory note and shall have been pledged pursuant reasonably acceptable to the Pledge Agreement, Administrative Agent and the Collateral Agent shall have received all Trustee and (D) complying with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA, ACSM and NSPS in 1999 (except for such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant deviations as are acceptable to the Pledge AgreementAdministrative Agent), and if applicable, based on ortho-rectified aerial photographs conforming to National Map Accuracy Standards, and identifying by specific notation significant changes since the Collateral Agent shall have received date of acquisition of such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankaerial photographs. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens Xxxxx permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankhereunder. (d) The Guarantee Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest (other than to the extent that a lien on the Collateral may be in full force perfected by the filing of a financing statement under the Uniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and effectsuch stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the creation or perfection of such security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent (with respect to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and (except any Capital Stock owned by the Sponsor), all Capital Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, all Capital Stock of each GP Obligor directly owned by its general partner or managing member and all Capital Stock of such general partner or managing member directly owned by its respective general partner or managing member, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement or the GP Undertaking, as applicable (except that such Credit Parties 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 AgreementAgreement or the GP Undertaking, as applicable, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 5,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each Restricted Subsidiary of its Restricted Subsidiaries the Borrower on the Closing Date, that is owing to the Borrower or any Credit Party Guarantor shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each Restricted Subsidiary of the Restricted Subsidiaries Borrower on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and (c) All UCC personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement) reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have received such Intercompany Notebeen delivered to the Collateral Agent in appropriate form for filing, together registration or recording under the UCC, with undated instruments of transfer with respect thereto endorsed in blankthe United States Patent and Trademark Office or the United States Copyright Office. (d) The Guarantee Administrative Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding the foregoing, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the certificated Capital Stock, if any, of the Borrower and any wholly-owned (disregarding general partner and managing member interests) Domestic Subsidiary that is not an Immaterial Subsidiary and (2) in other assets with respect to which a Lien may be perfected by the filing of a financing statement under the UCC) after the Credit Parties’ (or Holdings, the Parent GPs and GP Entities, as applicable), use of commercially reasonable efforts to do so or without undue burden or expense, then the satisfaction of such conditions shall not be a condition precedent to the effectiveness of this Agreement and the availability of the Credit Facilities on the Closing Date, but instead shall be accomplished as promptly as practicable after the Closing Date and in full force and effectany event within the period specified on Schedule 9.18 or such later date as the Administrative Agent may agree to in its sole discretion.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Payment and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none performance of the Loan Obligations are secured by a collateral assignment of the Collateral. The Collateral shall not be subject to any other pledgesliens, security interests charges or mortgagesencumbrances, whether inferior or superior, except for Liens permitted under Section 10.2as otherwise approved by Lender in writing, which approval may be granted, conditioned, or withheld in Lender’s sole and absolute discretion. (b) All Stock Borrower agrees that Lender shall have in respect thereof all of the rights and remedies of a secured party under the Uniform Commercial Code in effect in the State of New Jersey, as well as those provided in this Agreement, the Assignment and the other Loan Documents. Notwithstanding the fact that the proceeds of a disposition of the Collateral constitute a part of the Collateral, Borrower may not dispose of the Collateral, or any part thereof. At its expense, Borrower will defend the title to the Collateral (or any part thereof), and will promptly execute, acknowledge and deliver any financing statement, other notice, continuation statement, security agreement, notice, assignment or other document as may be necessary or beneficial, in the opinion of Lender, to perfect, preserve, provide notice of, publicize, maintain, continue, protect and/or extend the assignment, lien or security interest granted to Lender under this Agreement, the Assignment and/or any of the other Loan Documents and the priority thereof. Borrower will immediately upon obtaining possession or control over any Collateral which may be perfected by possession or control deliver the same to Lender, with such endorsements, stock powers or other documents or instruments as Lender may from time to time require. Borrower will from time to time do whatever Lender may require by way of obtaining, executing, delivering, and/or filing financing statements, landlords’ or mortgagees’ waivers, notices of assignment and other notices and amendments and renewals thereof and Borrower will take any and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantorsteps and observe such formalities as Lender may require, in each case as of order to create and maintain a valid first lien upon, pledge of, or security interest in, the Closing DateCollateral. Without implying any limitation on the foregoing, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtednessthe Collateral that may be perfected by control, Borrower shall take such steps as Lender may require in order that Lender may have such control. Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all evidences purposes the requirements of Indebtedness a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for borrowed money in a principal amount in excess the use and benefit of $10,000,000 (individually) that is owing Lender, but at the cost and expense of Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section. Further, to the extent permitted by applicable laws, Lender may file, without Borrower’s signature, one or more financing statements or other notices disclosing Lender’s liens and other security interests. Borrower acknowledges and agrees that Lender is authorized to file, and to amend, financing statements and do such other acts or things deemed necessary or desirable by Lender to grant to Lender a first priority, perfected security interest in all or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness portion of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred (i) YA Global agrees that upon purchase of a Factored Receivable by Landry Marks from the Borrower in accordance with the terms of the Landry Marks Credit Documents, then YA Global agrees that such Factored Receivable shall be released from, and shall be transferred to on Schedule 9.13(b): (a) All documents Landry Marks free and instrumentsclear of, including Uniform Commercial Code YA Global’s Liens without further release or other applicable personal property action by YA Global, Landry Marks, or the Borrower. Notwithstanding the foregoing, if a court of final, nonappealable jurisdiction determines that Landry Marks has financed, as opposed to purchased, the Factored Receivables, then no such release will be deemed to have occurred and notwithstanding the time, order, method, or manner of granting, or perfection of any security interest or lien, the time of filing or recording of any financing statements, reasonably requested by assignments, deeds of trust, mortgages, or any other documents, instruments, or agreements under the Collateral Agent to be filed, registered UCC or recorded to create any other applicable law and any provision of the Liens intended to be created by UCC or any Security Document and perfect such Liens other applicable law to the extent required bycontrary, and with the priority required by, such Security Document Creditors hereby agree: X. Xxxxxx Marks shall have been delivered a first priority security interest in and Lien upon all Accounts Receivable, including all Factored Receivables; and B. Subject to the Collateral Agent for filingstandstill set forth in Section 2(a)(ii) and Section 9 hereof, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, YA Global shall have been pledged pursuant to the Pledge Agreement (except a second priority security interest in and Lien upon all Factored Receivables and other Accounts Receivable. YA Global and Landry Marks further agree that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany IndebtednessCollateral other than Accounts Receivable: A. YA Global shall have a first priority security interest in and Lien(s) upon all other YA Global Collateral; and X. Xxxxxx Marks shall not have, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to not accept or acquire, a security interest or Lien in any assets of Borrower other than the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankLandry Marks Collateral. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding Stock of the Borrower directly owned by Parent Guarantor and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Interim Order (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents). (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor (other than indebtedness of a Foreign Subsidiary that is owing to the Borrower or a Subsidiary Guarantor), to the extent exceeding $10,000,000 in aggregate principal amount, shall have been pledged pursuant to the Interim Order. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock hereunder; provided, however, that notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, but without limiting the grant of a Lien on and security interest in the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged Collateral pursuant to the Pledge Agreement (except that such Credit Parties shall Orders and the Security Documents, the TCEH Debtors will not be required obligated to pledge enter into any Excluded Stock) mortgages (including a Mortgage), authorize any fixture filing, enter into any agreement requiring “control” as defined in Section 9-104, 9-105, 9-106 and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness 9-107 of the Borrower and each UCC as in effect in any relevant jurisdiction) or to undertake any registration in respect of its Restricted Subsidiaries that is owing assets subject to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each a certificate of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blanktitle. (d) [Reserved]. (e) The Guarantee shall be in full force and effect. (f) [Reserved].

Collateral. Except for any items referred to (i) The due and punctual payment of (A) the principal of, the Applicable Prepayment Premium on, and interest on, the Notes, when and as the same shall be due and payable, whether on Schedule 9.13(b): an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required bypermitted by Law), if any, on the Notes and (B) other Second Lien Obligations, when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, interest on the principal of such other Second Lien Obligations and interest (to the extent permitted by Law), if any, on such principal and (ii) performance of all other obligations under this Indenture, including the obligations of the Issuer set forth in Section 7.6, and the Notes, the Guaranties and the Second Lien Collateral Documents, shall be secured by a Lien on the Collateral, subject to Permitted Liens, as provided in the Second Lien Collateral Documents to which the Issuer and the Guarantors, as the case may be, shall be or shall have become parties to concurrently with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording execution of this Indenture and none will be secured by all of the Collateral shall be subject pledged pursuant to any other pledges, security interests the Second Lien Collateral Documents hereafter delivered as required or mortgages, except for Liens permitted under Section 10.2by the Second Lien Collateral Documents. (b) All Stock Each Holder, by its acceptance of any Notes and the Guaranties, consents and agrees to the terms of the Borrower Second Lien Collateral Documents (including the provisions providing for foreclosure and all Stock release of each Restricted Subsidiary Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded StockHolders) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Secured Notes Collateral Agent shall have received all certificates, if any, representing such securities pledged to perform its obligations and exercise its rights under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed Second Lien Collateral Documents and the Intercreditor Agreement in blankaccordance therewith. (ic) Except with respect to intercompany IndebtednessThe Trustee and each Holder, all evidences of Indebtedness for borrowed money by accepting the Notes and the Guaranties, acknowledge that, as more fully set forth in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower Second Lien Collateral Documents, the Collateral as now or any Subsidiary Guarantor hereafter constituted shall be evidenced by a promissory note held for the benefit of all the Holders and shall have been pledged pursuant to the Pledge AgreementTrustee, and that the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness Lien of the Borrower Second Lien Collateral Documents in respect of the Trustee and each of its Restricted Subsidiaries that the Holders is owing subject to any Credit Party shall be evidenced and qualified and limited in all respects by the Intercompany Note, which shall Second Lien Collateral Documents and actions that may be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blanktaken thereunder. (d) The Guarantee shall be in full force and effect.

Collateral. Except for as Limited in SCHEDULE 2.01, the Borrower's obligation hereunder, under the Notes and the Letter of Credit Documents and in respect of any items referred to on Schedule 9.13(b):Rate Hedging Obligations entered into with any Hedging Lenders shall be secured at all times by: (ai) All documents the unconditional guaranty of each of the Operating Subsidiaries, if any, and instruments, including Uniform Commercial Code or other applicable the Parent; (ii) a first priority perfected security interest in and lien upon all presently owned and hereafter acquired tangible and intangible personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none fixtures of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock each of the Borrower and all Stock any Operating Subsidiaries, if, any including any intercompany notes, Obligations or agreements, subject only to (A) any prior Liens expressly permitted under this Agreement and (B) the exclusion of each Restricted Subsidiary any license, permit or other authorization issued by the FCC, except to the extent (if any) that such a security interest is permitted or not prohibited by the Communication Act of 1934, as amended, and the rules, regulations and policies of the Borrower directly FCC (but including, to the maximum extent permitted by lay, all rights incident or indirectly owned by appurtenant to any such license, permit or other authorization, including without limitation the Borrower right to receive all proceeds derived or arising from or in connection with the sale, assignment or transfer thereof); (iii) first mortgages on all Key Sites, subject only to any Subsidiary Guarantorprior Liens expressly permitted under this Agreement, together with Mortgagee's title insurance policies acceptable to the Lenders; (iv) first priority perfected collateral assignments of or leasehold mortgages on all leases of Key Sites (A) together with (and subject to), such third party consents, lien waivers, non-disturbance agreements and estoppel certificates as the Documentation Agent shall reasonably require (and which are required under applicable law), in each case as on a best efforts basis to the extent that such third parties are not under the control of any Company, and (B) together with mortgagee's title insurance policies reasonably acceptable to the Documentation Agent; (v) a first priority perfected collateral assignment and/or pledge of all of the Closing Date, shall have been pledged pursuant to issued and outstanding ownership interests of each of the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) borrower and the Collateral Subsidiaries and all warrants, options and other rights to purchase such ownership interests; and (vi) a first priority perfected collateral assignment of all trademarks, service marks, patents and other intellectual property of the Companies, recorded as required with the United States Patent and Trademark Office; (vii) first priority perfected collateral assignments of (i) the Tadiran Agreements and (ii) such other material agreements as the Documentation Agent shall have received all certificatesreasonably deem necessary to protect the interests of the Lenders, together, in each case with such third party consents, lien waivers and estoppel certificates as the Documentation Agent shall reasonably require; and (viii) the Cash Collateral, if any, representing such securities pledged required under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankSECTION 1.17. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, (except as permitted by Section ‎9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each of its Restricted Subsidiaries Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary on the Restricted Subsidiaries Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Guarantee Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (i) in full force the certificated Capital Stock, if any, of the Borrower and effectany wholly owned Domestic Restricted Subsidiary that is not an Immaterial Subsidiary (to the extent required by Section ‎6.2(a)) and (ii) in other assets pursuant to which a security interest may be perfected by the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect such security interests, with respect to any certificated Capital Stock of the Target or any wholly owned material U.S. restricted subsidiary of the Target not delivered on the Closing Date, on or prior to the date that is 5 Business Days after the Closing date, and with respect to any other such Collateral, on or prior to the date that is 90 days after the Closing Date or, in each case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary owned by or on behalf of any items referred Credit Party (other than a Restricted Foreign Subsidiary) shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Administrative Agent shall have received, to the extent certificated, all certificates representing securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness for borrowed money in excess of $5.0 million of Holdings, the Borrower and each Subsidiary that is owing to any Credit Party to the Pledge Agreement shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Administrative Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and security financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement or the Pledge Agreement and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement or the Pledge Agreement shall have been filed, registered or recorded or delivered to the Collateral Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Administrative Agent shall be have received, in full force respect of each Mortgaged Property owned by the Borrower or a Subsidiary Guarantor, a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2, together with such endorsements, coinsurance and effectreinsurance as the Administrative Agent may reasonably request.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by The power to effect the sale of the Collateral Agent pursuant to be filed, registered or recorded to create Section 6.3 hereof shall continue unimpaired until all the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document Collateral shall have been delivered sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale. (b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Collateral, or any portion thereof except as permitted under Section 6.3(d) hereof. (c) In connection with a sale of the Collateral: (i) any one or more Noteholders (other than Silverleaf or any Affiliates thereof) may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder (other than Silverleaf or any Affiliates thereof) may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Issuer’s interest in the Collateral Agent for filingwithout recourse, registration representation or recording warranty in any portion of the Collateral in connection with a sale thereof; (iii) the Indenture Trustee is hereby irrevocably appointed the agent and none attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a sale thereof, and to take all action necessary to effect such sale; (iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (v) The method, manner, time, place and terms of any sale of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2commercially reasonable. (bvi) All Stock Except as set forth in Section 5.3(b)(iv) hereof, none of Silverleaf or its Affiliates may bid for and purchase the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned Timeshare Loans offered for sale by the Borrower or any Subsidiary Guarantor, Indenture Trustee in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded StockSection 6.16(c)(i) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankabove. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code If an Obligor sells or otherwise disposes of any Collateral to a Person other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens than an Obligor in a Disposition permitted under Section 10.26.7 (other than any Disposition permitted by clauses (d) or (f) of Section 6.7), the Collateral will be disposed of free and clear of all Liens of Administrative Agent, without any further action of any party. (b) All Stock The Secured Parties irrevocably authorize Administrative Agent to, and Administrative Agent shall: (i) release of record any Lien (A) on all Collateral upon Full Satisfaction of all the Obligations and termination of the Borrower and Commitments, (B) with respect to any Collateral that is sold or otherwise disposed of to a Person other than an Obligor pursuant to a Disposition permitted by Section 6.7 (other than any Disposition permitted by clause (d) or (f) of Section 6.7), (C) on all Stock assets of each Restricted Subsidiary any Obligor that is released from its obligations under the Guaranty Agreement pursuant to clause (iii) below, or (D) subject to Section 10.2, as may be approved, authorized, or ratified in writing by the Required Lenders; (ii) subordinate any Lien on any Collateral to the holder of any Lien on such property that is permitted by clause (j) of the Borrower directly or indirectly owned by definition of Permitted Encumbrances; (iii) release any Guarantor from its obligations under the Borrower or any Guaranty Agreement if such Person ceases to be a Subsidiary Guarantoras a result of a transaction permitted under the Loan Documents; and (iv) confirm in writing that specific items of property are “Excluded Property” (as defined in the Security Agreement) and not subject to Administrative Agent’s Lien; provided, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties Administrative Agent shall not be required to pledge provide such confirmation unless a Responsible Officer of Borrower shall certify in writing to Administrative Agent that such specific items of property are “Excluded Property” (as defined in the Security Agreement) (it being acknowledged that Administrative Agent may rely on any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankcertificate without further enquiry). (ic) Except with respect Upon request by Administrative Agent at any time, the Secured Parties will confirm in writing Administrative Agent’s authority to intercompany Indebtednessrelease or subordinate its interest in particular types or items of property, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing or to release any Guarantor from its obligations under the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged Guaranty Agreement pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankthis Section 9.10. (d) Administrative Agent, at the sole expense of Obligors, shall execute and deliver to the Obligors all releases or other documents reasonably necessary or desirable to evidence or effect any release of Liens or release of Guaranty Agreement authorized under Section 9.10(b); provided, that (i) Administrative Agent shall not be required to execute any document necessary to evidence such release authorized under clause (i)(B), (i)(C), or (iii) of Section 9.10(b) unless a Responsible Officer or general counsel of Borrower shall certify in writing to Administrative Agent that the transaction requiring such release is permitted under the Loan Documents (it being acknowledged that Administrative Agent may rely on any such certificate without further enquiry), (ii) Administrative Agent shall not be required to execute any document necessary to evidence such release on terms that, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (iii) no such release shall in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of any Obligors in respect of) all interests retained by Obligors, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. To the extent Administrative Agent is required to execute any releases or other documents in accordance with this Section 9.10(d), Administrative Agent shall do so promptly upon request of Borrower without the consent or further agreement of any Secured Party. (e) Administrative Agent shall have no obligation whatsoever to any of the Secured Parties to assure that the Collateral exists or is owned by any Obligor or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Administrative Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Administrative Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Administrative Agent shall have no other duty or liability whatsoever to any Secured Party as to any of the foregoing, except as otherwise provided herein. (f) The Guarantee Secured Parties hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to (i) consent to, credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Section 363 of the Bankruptcy Code, (ii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, or (iii) credit bid or purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law. In connection with any such credit bid or purchase, (A) the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not unduly delay the ability of Administrative Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such claims cannot be estimated without unduly delaying the ability of Administrative Agent to credit bid, then such claims shall be disregarded, not credit bid, and not entitled to any interest in full force the asset or assets purchased by means of such credit bid) and effectthe Secured Parties whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the asset or assets so purchased (or in the Equity Interests of the acquisition vehicle or vehicles that are used to consummate such purchase), and (B) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle or vehicles and in connection therewith Administrative Agent may reduce the Obligations owed to the Secured Parties (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary directly owned by or on behalf of any items referred Credit Party shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreements (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Collateral Agent shall have received all certificates representing securities pledged under the Security Agreements to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness for borrowed money in excess of $1,000,000 of the Borrower and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreements, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code Code, PPSA or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreements and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreements and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby and certified copies of UCC, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be in full force and effectcovered by the Security Documents (other than Permitted Liens).

Collateral. Except for (a) All outstanding Stock of the Borrower directly owned by US Holdings and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in #4812-2844-92899582-0297 each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2hereunder. (bd) All Stock of US Holdings and the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant deliver to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatesa completed Perfection Certificate, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each an Authorized Officer of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, US Holdings and the Collateral Agent shall have received such Intercompany NoteBorrower, together with undated instruments of transfer with respect thereto endorsed in blankall attachments contemplated thereby. (de) The Guarantee shall be in full force and effect. (i) With respect to each Closing Date Mortgaged Property, a Mortgage, executed and delivered by a duly authorized officer of each mortgagor party thereto as of the Closing Date; (ii) All documents and instruments, including Uniform Commercial Code or other applicable fixture security financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any such Mortgage and perfect such Liens to the extent required by, and with the priority required by, such Mortgage shall have been delivered to the Collateral Agent in proper form for filing, registration or recording and none of Closing Date Mortgaged Property shall be subject to any other pledges, secured interests or mortgages, except Liens expressly permitted by Section 10.2 or otherwise consented to by the Collateral Agent; (iii) The Collateral Agent shall have received (A) a policy or policies of title insurance (or a marked up commitment for title insurance having the same effect), issued by the Title Company insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 10.2 or consented to by the Collateral Agent, together with such endorsements and reinsurance as the Collateral Agent may reasonably request having the effect of a valid, issued and binding title insurance policy, and (B) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, fees, costs and expenses required for the issuance of the title insurance policies referred to above; (iv) Written opinions of legal counsel in the states in which each such Closing Date Mortgaged Property is located in form and substance reasonably acceptable to the Collateral Agent; and #4812-2844-92899582-0297 (v) With respect to each Closing Date Mortgaged Property, a completed Federal Emergency Management Agency Standard Flood Hazard Determination, subject, however, to the provisions of Section 9.14(d). Notwithstanding anything to the contrary herein, with respect to any Collateral (other than Collateral consisting of the Stock of the Borrower and the Stock of any Domestic Subsidiary required to be pledged pursuant to Section 6.2(a)), the security interest in which may not be perfected by the filing of a Uniform Commercial Code financing statement, if the granting and/or perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date without undue burden or expense and without the taking of any action that goes beyond commercial reasonableness, then the delivery of documents and instruments for granting and/or perfection of such security interest shall not constitute a condition precedent to the initial Credit Event to occur on the Closing Date. To the extent that any such security interest is not so granted and/or perfected on or prior to the Closing Date, then US Holdings and the Borrower each agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days (or 180 days in the case of Collateral consisting of mining properties) after the Closing Date or such longer period of time as may be agreed to by the Collateral Agent in its sole discretion.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Contemporaneously with the execution and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested delivery of this Agreement by the Collateral Agent and the Lenders, (i) the Collateral Agent has or will have entered into a Security Agreement between the Collateral Agent and Debtor and between the Collateral Agent and the subsidiaries of the Debtor identified on Schedule B hereto (each a "Subsidiary") (each a "Security Agreement"), ---------- ------------------ regarding the grant of a security interest in assets owned by Debtor and Subsidiary (such assets are referred to be filed, registered or recorded to create herein and in the Liens intended to be created by any Security Document and perfect such Liens to Agreement as the extent required by, and with the priority required by, such Security Document shall have been delivered "Collateral") to the Collateral Agent Agent, for filing, registration or recording and none the benefit of the Lenders, (ii) ---------- Subsidiary will be delivering a Guaranty Agreement (the "Guaranty") to the -------- Collateral shall be subject Agent with Subsidiary guaranteeing the obligations of Debtor under the Notes, Subscription Agreement, such Guaranty, this Agreement and all other agreements described in the foregoing agreements (collectively, "Borrower -------- Documents"), and (iii) Debtor is issuing the Notes and in the future may issue --- additional Notes to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2the Lenders. (b) All Stock For purposes solely of perfection of the Borrower and all Stock of each Restricted Subsidiary security interests granted to the Collateral Agent, as agent on behalf of the Borrower directly or indirectly owned by Lenders, and on its own behalf under the Borrower or any Subsidiary GuarantorDocuments, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent hereby acknowledges that any Collateral held by the Collateral Agent is held for the benefit of the Lenders in accordance with this Agreement and the Borrower Documents. No reference to the Borrower Documents or any other instrument or document shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankbe deemed to incorporate any term or provision thereof into this Agreement unless expressly so provided. (ic) Except The Collateral Agent is to distribute in accordance with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing the Borrower Documents any proceeds received from the Collateral which are distributable to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant Lenders in proportion to their respective interests in the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed Obligations as defined in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankDocuments. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b):The Collateral Agent shall have received: (ai) All documents with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and instrumentsacknowledged by the applicable Loan Party, including Uniform Commercial Code and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or other returns as shall be required in connection with the recording or filing thereof under applicable personal property law, in each case in form and financing statementssubstance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Mortgage Amendment, reasonably requested by a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent to be filedthat the Mortgage, registered or recorded to create as amended by the Liens intended to be created by any Security Document Mortgage Amendment, is a valid and perfect enforceable first priority lien on such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to Mortgaged Property in favor of the Collateral Agent for filing, registration or recording and none the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement or by the Collateral Agent, and such Mortgage Policy shall otherwise be subject in form and substance reasonably satisfactory to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2.the Collateral Agent; (biii) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtednesseach Mortgage Amendment, all evidences opinions of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing local counsel to the Borrower or any Subsidiary Guarantor Loan Parties, which opinions (x) shall be evidenced by a promissory note and shall have been pledged pursuant addressed to the Pledge Agreement, and the Collateral each Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries Lenders and be dated the Amendment Effective Date, (y) shall have been pledged pursuant cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the Pledge Agreement, transactions contemplated herein as the Agents may reasonably request and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (dz) The Guarantee shall be in full force form and effectsubstance reasonably satisfactory to the Agents.

Collateral. Except for any items referred the assets subject to on Schedule 9.13(b): the Fairway Release, the Amended Credit Agreement shall be secured by a perfected first priority security interest in the assets currently securing the Existing Credit Agreement, including, (a) All documents and instruments, including Uniform Commercial Code or other applicable substantially all personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary the Guarantors, (b) certain material real estate interests of the Borrower directly or indirectly and the Guarantors, (c) the equity interests in the Borrower and MCC, and (d) the FMO Pledge, provided, however, that the FMO Pledge shall only secure the obligations under the Tranche A Term Loans (collectively, the “Collateral”). No other liens shall exist on the Collateral other than (i) customary permitted liens as currently permitted under the Existing Credit Agreement, and (ii) with respect to a portion of the Collateral owned by the Borrower or any Subsidiary Guarantorand its Subsidiaries that are Guarantors, in each case as of the Closing Date, shall have been pledged pursuant a second priority security interest that may be granted to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. secure (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a $100,000,000 principal amount of New Notes proposed to be issued in excess of $10,000,000 (individually) that is owing to exchange for the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note Existing Notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness on and after the issuance of the New Notes, the Tranche B Term Loans (which loans shall cease at such time to be secured by the Collateral that secures the outstanding obligations under the Amended Credit Agreement). Upon the occurrence of an Event of Default (as defined below), New Agent may foreclose on the Collateral, except that New Agent shall not foreclose on the Collateral of MCC and its subsidiary Guarantors until the earliest to occur of (a) the Borrower failing to make any interest payment required under the Amended Credit Agreement, (b) from and each after the date that is seven (7) months after the Closing Date (as defined below), any Event of Default shall occur and/or be continuing, (c) MCC or any of its Restricted Subsidiaries that is owing subsidiaries shall commence a voluntary case under the Bankruptcy Code or file a petition seeking to take advantage of any Credit Party shall be evidenced by the Intercompany Noteother law relating to bankruptcy, which shall be executed and delivered by the Borrower and each insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or composition or readjustment of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreementdebts, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee a proceeding shall be commenced against MCC or any of its subsidiaries with or without such entity’s consent, in full force any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and effectsuch proceeding shall continue undismissed for a period of 60 or more days. Any event described in clauses (a) through (d) shall be referred to as an “MCC Foreclosure Event.” FMO Pledge: Outdoor Holding shall pledge its entire equity interest in FMO (representing a 32% interest) to New Agent for the exclusive benefit of the New Agent and the Tranche A Term Loan Lenders. Without limiting the other remedies available upon the occurrence of an event of default or an MCC Foreclosure Event, New Agent may foreclose on the FMO Pledge upon the occurrence of an MCC Foreclosure Event.. The debt shall be discharged to the extent of the fair market value realized by the Tranche A Term Loan Lenders in respect of the assets securing the FMO Pledge.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Each Lender authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a party and instrumentsto take all action contemplated by such Loan Documents. Each Lender agrees that no Lender, including Uniform Commercial Code or other applicable personal property than the Administrative Agent acting on behalf of all Lenders, shall have the right individually to seek to realize upon the security granted by any Loan Document, it being understood and financing statements, reasonably requested agreed that such rights and remedies may be exercised solely by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Administrative Agent for filing, registration or recording and none the benefit of the Collateral shall be subject to any other pledgesLenders, security interests or mortgages, except for Liens permitted under Section 10.2upon the terms of the Loan Documents. (b) All Stock In the event that any Collateral is pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Lenders. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 9.08(c). (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days' prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower and or any Guarantor) in respect of) all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned interests retained by the Borrower or any Subsidiary Guarantor, in each case as including (without limitation) the proceeds of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtednesssale, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing which shall continue to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness constitute part of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to Holdings, the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of Holdings, the Borrower and each of its Restricted Subsidiaries Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each of Restricted Subsidiary on the Restricted Subsidiaries Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion). (c) All documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. (d) The Guarantee Collateral Agent shall be in full force have received a completed Perfection Certificate, dated as of the Closing Date and effectsigned by an Authorized Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents Each of the Borrower, Endeavor and instruments, including Uniform Commercial Code or other applicable personal property Diamond has good and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered marketable title to the Collateral Agent for filinggranted by it, registration or recording and none of the Collateral shall be subject to any other pledgesDocuments constitute the legal, security interests or mortgagesvalid and perfected Liens on the Collateral, free of all Liens except for Liens those permitted under by this Agreement in Section 10.26.2. (b) All Stock The Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and Louisiana most recently delivered to the Agent are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) the Borrower is not obligated, whether by virtue of any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value. (c) The Borrower’s natural gas production from substantially all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned xxxxx operated by the Borrower located on acreage in Xxxxxxxx and Panola Counties, Texas, is dedicated to Endeavor JV under the Gas Gathering Agreement. Otherwise, none of the Collateral is subject to any calls on production of hydrocarbons or any Subsidiary Guarantor, in each case as gathering or transportation dedications or commitments of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankkind. (d) Endeavor JV has good and marketable title to the gas gathering system servicing the Collateral in Xxxxxxxx and Panola counties, Texas. (e) On the Closing Date all of the natural gas produced by the Borrower from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the wellhead. (f) The Guarantee shall be Borrower is in full force and effectcompliance with the requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to time are timely encumbered as Collateral.

Collateral. Except for (a) All outstanding Stock of the Borrower and all Stock of each Subsidiary of the Borrower directly owned by the Borrower or any items referred Subsidiary Guarantor, in each case, as of the Closing Date, shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock and Stock Equivalents) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Security Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to the Borrower or a Subsidiary Guarantor shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and to perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral 109 Agent in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankhereunder. (d) The Guarantee Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything set forth above, to the extent any security interest (other than to the extent that a lien on the Collateral may be in full force perfected by the filing of a financing statement under the Uniform Commercial Code or by the delivery of stock or other equity certificates of the Borrower or a Material Subsidiary of the Borrower constituting a Wholly Owned Domestic Subsidiary that is part of the Collateral and effectsuch stock or other equity certificates have been received from the Borrower) is not or cannot be provided or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the creation or perfection of such security interest shall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent (with respect to Term Priority Collateral) or the ABL Administrative Agent (with respect to ABL Priority Collateral)) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent or the ABL Administrative Agent.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock Equity Interests of each Restricted Domestic Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, certificates (other than any certificates that are Excluded Certificates) representing such securities pledged under the Pledge Security Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (ib) Except with respect to intercompany Indebtedness, all evidences All Indebtedness of Indebtedness for borrowed money in a principal amount in excess each of $10,000,000 (individually) the Borrower’s Subsidiaries that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a one or more promissory note notes and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iic) All other Indebtedness of owed to the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and one or more promissory notes shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Agent shall have received all such Intercompany Notepromissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien, judgment Lien, bankruptcy and litigation searches made with respect to the Borrower, together with copies of the financing statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the Collateral Agent and the Required Lenders that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted Liens or which has been released or discharged or will be released or discharged pursuant to the Plan of Reorganization. (e) The Collateral Agent shall have received UCC financing statements in full force appropriate form for filing under the UCC to perfect the Collateral Agent’s Liens in and effectto the Collateral.

Collateral. Except for any items referred to on Schedule 9.13(b):Borrower shall: (a) All documents at all reasonable times and instrumentsafter reasonable prior notice, including Uniform Commercial Code allow Agent or other applicable personal property and financing statementsany Lender by or through any of its officers, reasonably requested by the Collateral Agent agents, employees, attorneys, or accountants to be filed(i) examine, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required byinspect, and with make extracts from Borrower’s books and other records, including, without limitation, the priority required bytax returns of Borrower; (ii) arrange for verification of Borrower’s Accounts, under reasonable procedures; and (iii) examine and inspect Borrower’s Inventory and Equipment, wherever located, under reasonable procedures; provided that any such Security Document shall have been delivered to the Collateral Agent for filing, registration examination or recording and none of the Collateral verification shall be subject to any other pledges, security interests or mortgageslimited, except for Liens permitted under Section 10.2.during the continuance of an Event of Default, to one visit per year; (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower use commercial reasonable efforts to promptly furnish to Agent or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. Lender upon reasonable request (i) Except additional statements and information with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge AgreementCollateral, and all writings and information relating to or evidencing any of Borrower’s Accounts (including, without limitation, computer printouts or typewritten reports listing the Collateral Agent shall have received mailing addresses of all such promissory notespresent Account Debtors), together with undated instruments of transfer with respect thereto endorsed in blank. and (ii) All Indebtedness any other writings and information as Agent or such Lender may reasonably request; (c) notify Agent in writing immediately upon the creation by any Company of a Deposit Account not listed on Schedule 6.18 hereto and provide for the Borrower and each execution of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer a Control Agreement with respect thereto endorsed in blank.thereto, if required by Agent or the Required Lenders; (d) The Guarantee maintain Borrower’s Equipment (that is necessary in the business of the Companies) in good operating condition and repair, ordinary wear and tear and casualty loss excepted, making all necessary replacements thereof in its reasonable business judgment so that the value and operating efficiency thereof shall at all times be maintained and preserved; (e) deliver to Agent to hold as security for the Secured Obligations, within ten Business Days upon the written request of Agent, all certificated Investment Property owned by a Credit Party, in full force suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and effectsubstance reasonably satisfactory to Agent, or in the event such Investment Property is in the possession of a securities intermediary or credited to a securities account, execute with the related securities intermediary an investment property control agreement over such securities account in favor of Agent, for the benefit of the Lenders, in form and substance reasonably satisfactory to Agent; and (f) upon the reasonable request of Agent, promptly take such action and promptly make, execute, and deliver all such additional and further items, deeds, assurances, instruments and any other writings as Agent may from time to time reasonably deem necessary, including, without limitation, chattel paper, to carry into effect the intention of this Agreement or so as to completely vest in and ensure to Agent and the Lenders their respective rights hereunder and in or to the Collateral or the Real Property. Borrower hereby authorizes Agent, on behalf of the Lenders, to file U.C.C. Financing Statements with respect to the Collateral. All Related Expenses are payable to Agent within thirty (30) days after demand therefor; after the occurrence of an Event of Default, Agent may, at its option, debit Related Expenses directly to any deposit account of a Company located at Agent or the Revolving Credit Notes.

Collateral. Except The Administrative Agent shall have received each of the following: (i) the results of a recent lien search in the jurisdiction of organization of each Loan Party and of LCA-Vision and each jurisdiction where assets of the Loan Parties and LCA-Vision are located, and such search shall reveal no Liens on any of the assets of the Loan Parties or LCA-Vision except for liens permitted by this Agreement or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent, (ii) reasonably satisfactory pay-off letters for all existing Indebtedness required to be repaid and which confirms that all Liens upon any of the property of the Loan Parties or LCA-Vision constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit, (iii) each of (A) a Collateral Access Agreement required to be provided pursuant to Section 4.12 of the Security Agreement and (B) a deposit account control agreement required to be provided pursuant to Section 4.13 of the Security Agreement, provided that, for any items referred deposit account maintained with a bank other than Chase, any such deposit account control agreement shall be delivered to on Schedule 9.13(b):the Administrative Agent as soon as available, but in any event no later than thirty (30) days after the Effective Date, (aiv) All documents (A) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and instruments(B) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, and (v) evidence that each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or other applicable personal property and financing statements, under law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded in order to create in favor of the Liens intended to be created by any Security Document and perfect such Liens to Administrative Agent, for the extent required bybenefit of the Secured Parties, and with the priority required by, such Security Document shall have been delivered to a perfected Lien on the Collateral Agent described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recording and none of the Collateral shall be subject to any other pledgesrecordation; provided, security interests or mortgagesthat, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtednessevidence of any filing, all evidences registration or recording of Indebtedness for borrowed money in a principal amount in excess pledges with the Israeli Registry of $10,000,000 (individually) that is owing Pledges, such evidence shall be delivered to the Borrower or Administrative Agent as soon as available, but in any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to event no later than seven (7) days after the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.Effective Date,

Collateral. Except As continuing security for the Loan Obligation, the Client hereby assigns, grants and conveys to CGMHI a first priority Lien and security interest in all cash, stocks, bonds, and other securities and instruments now or hereafter in the Account, and all dividends, interest and proceeds of such property, and any items referred property substituted by the Client in accordance with this Agreement (collectively, the “Collateral”). No substitution of Collateral shall be permitted without CGMHI’s approval, upon such terms and conditions as may be prescribed by CGMHI. The Client agrees to on Schedule 9.13(b): (a) All documents take any action reasonably requested by CGMHI to maintain and instruments, including 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 other applicable personal property 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 financing statementsCGMHI has no further obligations under this Agreement. At any time prior to the Client first requesting an Advance hereunder, reasonably requested by Client shall be entitled to withdraw from the Account any interest that has been paid on the Collateral Agent to be filedand 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, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of all interest paid on the Collateral shall be subject applied immediately to payment of accrued but unpaid interest on the Loan Obligation (including the amount of any interest added to principal pursuant to Section 3) and any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock portion of the Borrower Loan Obligation then due, and all Stock 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 Restricted Subsidiary month (except to the extent that a Shortfall would result from such withdrawal) the amount of such interest paid on the Borrower directly or indirectly owned by Collateral prior to the Borrower or first day of such month exceeding (x) any Subsidiary Guarantor, in each case as accrued but unpaid interest on the Loan Obligation (including the amount of the Closing Date, shall have been pledged any interest added to principal pursuant to Section 3) plus (y) the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and amount of interest on the Collateral Agent shall have received all certificates, if any, representing such securities pledged under Loan Obligation payable for the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankpreceding month. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents In addition to the collateral security granted by the Borrower and instrumentsthe Guarantors under the Security Agreements the Borrower shall (and shall cause each of the Guarantors to), including at the sole cost and expense of the Borrower (subject to the limitations described in subsection 2.13(c) below), grant to the Agent and do all things requested to maintain, for the ratable benefit of the Lenders to secure all obligations of the Borrower hereunder (including, without limitation, the Syndicated Term Loan Notes and the Revolving Participated Loan Note), a continuing, blanket and general lien upon and security interest and title in and to all real property, equipment, inventory, general intangibles, personal property and assets of the Borrower and the Guarantors, or other assets as the Required Lenders shall designate in their reasonable discretion (the "Post-Closing Collateral") and shall deliver (or cause to be delivered) to the Agent such duly executed security agreements, security deeds, mortgages, deeds of trust, estoppels, subordination agreements, pledge agreements, stock powers, Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed18 27 title certificates, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required byaffidavits, and with other documents, as are reasonably necessary or desirable in the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none judgment of the Required Lenders to perfect first priority liens (as such first priority may be available) against the Post-Closing Collateral shall be subject to any other pledges(collectively, security interests or mortgages, except for Liens permitted under Section 10.2the "Post-Closing Collateral Documents"). (b) All Stock The Borrower shall (and shall cause each of the Borrower Guarantors to), after an Event of Default, at the sole cost and all Stock of each Restricted Subsidiary expense of the Borrower directly Borrower, deliver (or indirectly owned cause to be delivered) to the Agent such appraisals, surveys, title searches, title policies, environmental audits and other documents, all of which shall be satisfactory to the Required Lenders in all respects, as are deemed reasonably necessary or desirable by the Borrower or any Subsidiary Guarantor, Required Lenders in each case as of connection with the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankCollateral. (c) The Borrower agrees to pay up to $200,000 of costs and expenses incurred by the Agent and the Lenders in connection with the actions contemplated by this Section 2.13, including, without limitation, all filing fees, lien search fees, intangible taxes (whether incurred before or after payment in full of the Loans), documentary stamp taxes (whether incurred before or after payment in full of the Loans), surveys, environmental surveys, and title reports. All such documentation shall be reasonable and customary and in form and substance satisfactory to the Agent and the Lenders in their discretion. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact to (i) Except deliver and record in the appropriate filing office any instrument contemplated or required hereby (including, without limitation, the relevant security deeds, mortgages, deeds of trust, and Uniform Commercial Code financing statements) and to pay the related recording expenses and (ii) from time to time in the Agent's discretion, to take any other action which the Agent may deem reasonably necessary or advisable to accomplish the purposes of this Section 2.13 with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding equity interests in whatever form of each Restricted Subsidiary (directly owned by or on behalf of any items referred Credit Party and required to on Schedule 9.13(b):be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding Voting Stock of any Foreign Subsidiary) and the Collateral Agent shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All documents and instruments, including Uniform Commercial Code UCC or other applicable personal property and fixture security financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2recording. (bc) All Stock The Collateral Agent shall have received, in respect of each Mortgaged Property: (i) a valid, issued and binding policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 10.2 or the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and (ii) evidence reasonably acceptable to the Collateral Agent of payment of all title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Borrower Mortgages and all Stock of each Restricted Subsidiary issuance of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantortitle insurance policies referred to above, in each case as of except to the Closing Date, shall have been pledged extent delivered pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankSection 9.14(c). (d) The Guarantee Borrower shall be in full force deliver to the Collateral Agent a completed Perfection Certificate, executed and effectdelivered by an Authorized Officer of the Borrower, together with all attachments contemplated.

Collateral. Except for any items referred to on Schedule 9.13(b): All obligations of Borrower under the Credit Facility and of the Guarantors under the guarantees, will be secured by first priority perfected security interests (aand where applicable consisting of fixed and floating charges) All documents in substantially all existing and instruments, including Uniform Commercial Code or other applicable after-acquired real and personal property of Borrower and financing statementseach Guarantor, reasonably requested by the Collateral Agent including, without limitation, 100% of all outstanding equity interests, subject to customary exclusions to be filedagreed (including mutually acceptable limitations on guarantees by foreign subsidiaries and liens on the assets or equity interests of foreign subsidiaries, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens in each case to the extent a material adverse tax effect (including without limitation from the effect of Section 956 of the Internal Revenue Code of 1986, as amended) would result on the Borrower and the Guarantors based on diligence satisfactory to the Lenders, provided that the foregoing limitations shall not apply to PLC or DAC (the “Collateral”). Borrower and the Guarantors shall be required byto maintain account control agreements with respect to all material deposit and securities accounts (in the United States and to the extent applicable other methods of perfection for floating and fixed charges in any other applicable jurisdiction), subject to exclusions and limitations to be agreed but no less restrictive than those contained in the Existing Bridge Credit Agreement. Control agreement springing triggers shall in all events be subject to the applicable cure periods for events of default (other than events of default that are defined to include cure periods). No immaterial subsidiary will be required to take any action with respect to the creation or perfection of liens under non-United States law, other than reasonable actions with respect to PLC or DAC. All of the above-described pledges, security interests and mortgages shall be created on terms, and with the priority required by, such Security Document shall have been delivered pursuant to documentation reasonably satisfactory to the Collateral Agent for filingLenders (including, registration or recording in the case of real property, by customary items such as satisfactory title insurance and surveys), and none of the Collateral shall be subject to any other pledgesliens, security interests claims or mortgagesencumbrances, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower liens and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant encumbrances acceptable to the Pledge Agreement (except that such Lenders to be set forth in the Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankDocumentation. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except As collateral security for the obligations of the Borrower hereunder, the Borrower grants to CRIL a security interest in all of its right, title and interest in the Collateral, provided that CRIL shall be entitled to recover and retain out of the Collateral only such amounts to which CRIL is entitled under Section 1 and the other terms and conditions of this Agreement and provided, further, that CRIL shall remit to the Borrower any items referred funds from the Collateral that exceed the amounts to which CRIL is entitled in accordance with Section 1and the other terms and conditions of this Agreement. The Borrower shall, on Schedule 9.13(b): or before the Perfection Date, (a) All documents execute and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent deliver to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required byCRIL, and file and record with any necessary filing offices, the priority required by, such Security Document shall have been delivered Perfection Documents for the purpose of further establishing and perfecting CRIL’s Rights in and to the Collateral Agent for filingand as notice to third parties that the Borrower has conveyed any interest that it may have in or to the Collateral, registration or recording and none shall provide CRIL with executed copies of such Perfection Documents and evidence of such filing and record; and (b) deliver to CRIL opinion(s) of legal counsel in jurisdiction where any material portion of the Collateral shall be subject to any other pledgesis located, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock stating that the Collateral is validly secured in favor of CRIL. Without limiting the generality of the Borrower foregoing and all Stock notwithstanding anything to the contrary herein, CRIL may at any time after the Perfection Date file with any necessary filing offices the Perfection Documents for the purpose of each Restricted Subsidiary of perfecting CRIL’s Rights in and to the Collateral and as notice to third parties that the Borrower directly has conveyed any interest that it may have in or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent Collateral. As soon as CRIL shall have received all certificates, if any, representing such securities pledged the full amount due to it under the Pledge this Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blankthe security interest granted under this Section 2 will terminate. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested Except for the security interest created by the Collateral Agent to be filedDocuments, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to each Credit Party owns the Collateral Agent for filing, registration or recording owned by such Secured Party free and none clear of the Collateral shall be subject to any Lien other pledges, security interests or mortgages, except for Liens permitted under Section 10.2than Permitted Liens. (b) All Stock The execution and delivery of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned Collateral Documents by the Borrower or any Subsidiary GuarantorCredit Parties, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. together with (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing the actions taken on or prior to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged date hereof pursuant to the Pledge Agreement, SECTION 3 and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. SECTION 5 and (ii) All Indebtedness the delivery to Administrative Agent of any Pledged Collateral not delivered to Administrative Agent at the time of execution and delivery of the Borrower applicable Collateral Document (all of which Pledged Collateral has been so delivered) are effective to create in favor of Administrative Agent for the benefit of Lenders, as security for the respective Secured Obligations (as defined in the applicable Collateral Document in respect of any Collateral), a valid and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each perfected First Priority Lien on all of the Restricted Subsidiaries Collateral, and shall all filings and other actions necessary or desirable to perfect and maintain the perfection and First Priority status of such Liens have been pledged pursuant to the Pledge Agreement, duly made or taken and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. (d) The Guarantee shall be remain in full force and effect, other than the filing of any UCC financing statements and other filings contemplated to be made on the Closing Date which have been delivered to Administrative Agent for filing (but not yet filed) and the periodic filing of UCC continuation statements in respect of UCC financing statements filed by or on behalf of Administrative Agent. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Credit Party of the Liens purported to be created in favor of Administrative Agent pursuant to any of the Collateral Documents or (ii) the exercise by Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Collateral Documents or created or provided for by 72 (d) Except such as may have been filed in favor of Administrative Agent as contemplated by this SECTION 4.13 or have been filed in connection with Permitted Liens, (i) no effective UCC financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office and (ii) no effective filing covering all or any part of the Collateral which is Intellectual Property is on file in the United States Patent and Trademark Office or the United States Copyright Office or any similar foreign or state office. (e) All information supplied to Administrative Agent by or on behalf of any Credit Party with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents The due and instrumentspunctual payment of the principal of, including Uniform Commercial Code premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes, the Note Guarantees and performance of all other applicable personal property obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.06, and financing statementsthe Notes, reasonably requested the Note Guarantees, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement, shall be secured by a Lien on the Collateral on an equal basis with the other First Lien Indebtedness and on a senior basis to the Junior Lien Indebtedness (subject to Permitted Liens), as provided in this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement to which the Issuers and the Guarantors, as the case may be, shall be or shall have become parties to simultaneously with the execution of this Indenture (or, in the case of the Pari Passu Intercreditor Agreement, at such future date pursuant to the terms of this Indenture) and will be secured by all of the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement. The Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents, any Pari Passu Intercreditor Agreement and the RPA Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent to be filedshall hold the Collateral in trust for the benefit of itself, registered or recorded to create all of the Liens intended to be created by any Security Document Holders and perfect such Liens the Trustee, in each case pursuant to the extent required byterms of this Indenture, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filingDocuments, registration or recording the Pari Passu Intercreditor Agreement (if any) and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2RPA Intercreditor Agreement. (b) All Stock Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Borrower and all Stock of each Restricted Subsidiary of Collateral Documents, the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Pari Passu Intercreditor Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stockif any) and the RPA Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Agent shall have received all certificatesto perform its obligations and exercise its rights under the Collateral Documents, the Pari Passu Intercreditor Agreement (if any, representing such securities pledged under ) and the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed RPA Intercreditor Agreement in blankaccordance therewith. (ic) Except with respect to intercompany IndebtednessThe Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledge that, as more fully set forth in the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of the Collateral Agent, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note Holders and shall have been pledged pursuant to the Pledge AgreementTrustee, and that the Lien of this Indenture, the Collateral Agent shall have received all such promissory notesDocuments, together with undated instruments of transfer with the Pari Passu Intercreditor Agreement (if any) and the RPA Intercreditor Agreement in respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower Trustee and each of its Restricted Subsidiaries that the Holders is owing subject to any Credit Party shall be evidenced and qualified and limited in all respects by the Intercompany NoteCollateral Documents, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, Pari Passu Intercreditor Agreement (if any) and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankRPA Intercreditor Agreement and actions that may be taken thereunder. (d) The Guarantee shall be in full force and effect.

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each wholly owned Restricted Subsidiary directly owned by or on behalf of any items referred Credit Party and required to on Schedule 9.13(b):be pledged pursuant to the Pledge Agreement shall have been pledged pursuant thereto (except that the Parent and its Restricted Subsidiaries shall not be required to pledge (w) Equity Interests of direct or indirect Subsidiaries of any Foreign Subsidiary, (x) Equity Interests of any CFC Pledgor, (y)any Equity Interests of any Excluded Pledge Subsidiaries and (z)moreother than 65% of the outstanding voting Equity Interests of any Foreign SubsidiaryExcluded Pledge Subsidiary described in clause (b)(i) or (c) of the definition thereof held directly by the Parent, the Borrower or any Subsidiary Guarantor) and the Collateral Trustee shall have received all certificates representing securities pledged under the Pledge Agreement to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ai) All documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Agent Administrative Agent, as applicable, to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreement and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreement shall have been filed, registered or recorded or delivered to the Collateral Administrative Agent for filing, registration or recording and none of (ii) the Collateral Trustee shall be subject have received title, Lien and judgment searches and other evidence reasonably satisfactory to any other pledges, security interests or mortgagesthe Administrative Agent that its Liens (for the benefit the Secured Parties) are the only Liens upon the Collateral, except for Liens permitted under Section 10.210.02. (bc) All Stock of The Borrower shall deliver to the Borrower and all Stock of each Restricted Subsidiary of Collateral Trustee amendments to the Borrower directly or indirectly owned by Deposit Account Control Agreements with respect to any Deposit Accounts listed on Schedule 13 to the Borrower or any Subsidiary GuarantorPerfection Certificate that are not (x) Excluded Deposit Accounts nor (y) set forth on Schedule 9.17(c), in each case as of the Closing Date, shall have been pledged pursuant form and substance reasonably satisfactory to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) Administrative Agent and the Collateral Agent shall have received all certificatesTrustee, if any, representing such securities pledged under the Pledge Agreement, accompanied duly executed by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank.party thereto; (d) The Guarantee Borrower shall be in full force deliver to the Administrative Agent and effectthe Collateral Trustee a completed Perfection Certificate, executed and delivered by a Senior Officer of the Borrower, together with all attachments contemplated thereby.

Collateral. Except for Borrower shall not take any items referred action (nor permit or consent to on Schedule 9.13(b): the taking of any action) which might reasonably be anticipated to impair the value of the Collateral or any of the rights of Agent or Lenders in the Collateral. Borrower shall not (i) modify or amend any of the Pledged Documents without Agent's prior written consent except that Borrower shall be permitted to modify up to 15% of the Notes Receivable which are to be pledged to Agent by reducing the interest rate charged and/or extending the term of the Notes Receivable beyond 84 months so long as (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document no Financed Notes Receivable shall have been delivered to the Collateral Agent for filing, registration or recording and none modified more than two times; (b) all Financed Notes Receivable have a weighted average interest rate of 13.75%; (c) no term exceeds 120 months; (d) no more than 10% of all Financed Notes Receivable have a term exceeding 84 months; (e) at such time as 10% of the Collateral 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 any other pledges, security interests or mortgages, except for Liens permitted the further requirement that the Purchasers under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been such modified Notes Receivable to be pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificatesmade three 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, if any(h) any partial prepayments of the Loan shall be a pro rata prepayment with respect to modified and unmodified Financed Notes Receivable, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. and (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor there shall be evidenced by no limit on assumptions of Notes Receivable provided the purchaser has made a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. 10% down payment or (ii) All Indebtedness grant extensions of time for the Borrower and each 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 its Restricted Subsidiaries that is owing cash to be paid upon, any Credit Party shall be evidenced by Collateral or any instrument or document representing the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankCollateral. (d) The Guarantee shall be in full force and effect.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents the Administrative Agent’s receipt of copies of recent Lien, tax and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, judgment searches in each jurisdiction and/or office reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens with respect to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. Credit Parties; (b) All all Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent shall have received all certificates, if any, any (except as permitted by Section 9.17) representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank.-154- #95203802v2296160609v3 #96160609v5 (i) Except except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. ; (ii) All all Indebtedness of the Borrower and each of its Restricted Subsidiaries Subsidiary on the Closing Date that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of Restricted Subsidiary on the Restricted Subsidiaries Closing Date and shall have been pledged pursuant to the Pledge Security Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank. ; provided, however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or such later date as the Collateral Agent shall agree in its discretion); and (d) The Guarantee all documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and with the priority required by, the Security Documents shall be have been filed, registered or recorded or delivered to the Collateral Agent in full force appropriate form for filing, registration or recording under the UCC and effectwith the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

Collateral. Except for any items referred to on Schedule 9.13(b): (a) All documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all outstanding Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case case, as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded StockStock and Stock Equivalents) and the Collateral Agent Representative shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or and undated stock powers endorsed in blank. (ib) Except with respect to intercompany Indebtedness, all evidences All Indebtedness of Indebtedness for borrowed money in a principal amount in excess the Borrower and each Subsidiary of $10,000,000 (individually) the Borrower that is owing to the Borrower or any a Subsidiary Guarantor shall shall, to the extent exceeding $10,000,000 in aggregate principal amount, be evidenced by a one or more global promissory note notes and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent Representative shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (iic) All Indebtedness documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent (at the direction of the Borrower Administrative Agent acting reasonably) to be filed, registered or recorded to create the Liens intended to be created by any Security Document to be executed on the Closing Date and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced perfect such Liens to the extent required by, and with the priority required by, such Security Document, unless otherwise agreed by the Intercompany Note, which shall be executed and delivered by Collateral Agent (acting at the Borrower and each direction of the Restricted Subsidiaries and Administrative Agent), shall have been pledged pursuant delivered to the Pledge AgreementCollateral Representative in proper form for filing, registration or 143 recording and none of the Collateral Agent shall have received such Intercompany Notebe subject to any other pledges, together with undated instruments of transfer with respect thereto endorsed in blanksecurity interests or mortgages, except for Xxxxx permitted hereunder. (d) The Guarantee Borrower shall deliver to the Collateral Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer of the Borrower, together with all attachments contemplated thereby. Notwithstanding anything to the contrary herein, with respect to any security documents relating to real property to the extent constituting Collateral, the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to grant and perfect such security interests, on or prior to the date that is 120 days after the Closing Date or such longer period of time as may be agreed to by the Administrative Agent in full force and effectits reasonable discretion.

Collateral. Except for (a) All outstanding equity interests in whatever form of (i) the US Borrower and the Canadian Borrower and (ii) each Restricted Subsidiary (in the case of this clause (ii) directly owned by or on behalf of any items referred Credit Party) shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreements (except that no more than 65% of the outstanding voting equity interests of any Foreign Subsidiary of a US Subsidiary shall be required to be pledged) and the Collateral Agent shall have received all certificates representing securities pledged under the Security Agreements to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness for borrowed money in excess of $5,000,000 of a Credit Party that is owing to any other Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Documents, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code Code, PPSA or other applicable personal or movable property and fixture security financing statements, statements or filings required by law or reasonably requested by the Collateral Administrative Agent or Canadian Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Documents and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Documents shall have been filed, registered or recorded or delivered to the Collateral applicable Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Holdings shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of Holdings, together with all attachments contemplated thereby and copies of UCC, PPSA, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state, province, territory and county jurisdictions in which any property of any Credit Party is located and the state, province, territory and county jurisdictions in which any Credit Party is organized or maintains its principal place of business, chief executive office or domicile and such other searches that the Administrative Agent or Canadian Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be in full force and effectcovered by the Security Documents (other than Permitted Liens).

Collateral. Except for (a) All outstanding equity interests in whatever form of the Borrower and each Restricted Subsidiary directly owned by or on behalf of any items referred Credit Party shall have been pledged pursuant to on Schedule 9.13(b):the Security Agreements (except that the Borrower and its Restricted Subsidiaries shall not be required to pledge more than 65% of the outstanding voting equity interests of any Restricted Foreign Subsidiary) and the Collateral Agent shall have received all certificates representing securities pledged under the Security Agreements to the extent certificated, accompanied by instruments of transfer and undated stock powers endorsed in blank. (ab) All Indebtedness for borrowed money in excess of $1,000,000 of the Borrower and each Subsidiary that is owing to any Credit Party shall be evidenced by one or more global promissory notes and shall have been pledged pursuant to the Security Agreements, and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank. (c) All documents and instruments, including Uniform Commercial Code Code, PPSA or other applicable personal property and fixture security financing statements, required by law or reasonably requested by the Collateral Administrative Agent to be filed, registered or recorded to create the Liens intended to be created by any the Security Document Agreements and perfect such Liens to the extent required by, and with the priority required by, such the Security Document Agreements and each Mortgage, as applicable, shall have been filed, registered or recorded or delivered to the Collateral Administrative Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (b) All Stock of the Borrower and all Stock of each Restricted Subsidiary of the Borrower directly or indirectly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge Agreement (except that such Credit Parties shall not be required to pledge any Excluded Stock) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Pledge Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (i) Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank. (ii) All Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blankrecording. (d) The Guarantee Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, executed and delivered by an Authorized Officer and the chief legal officer of the Borrower, together with all attachments contemplated thereby and certified copies of UCC, PPSA, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be in full force and effect.covered by the Security Documents (other than Permitted Liens);